Sweat it Out
by BiBenji
Summary: The new fitness instructor seems to be a real hard ass, but, Regina figures, at least it's nice to look at. *M* for lang and content. AU, slightly OOC, SwanQueen.
1. Chapter 1

**Disclaimer: I do not own any of the characters you may recognize and am not profiting from this story.**

"C'mon guys, I know you've got more than that! Give me all you've got! I wanna see you sweat! 8, 7, 6…"

Chocolate eyes snapped towards the group X room, curiously scanning the small group of people currently laying on step platforms raising bars with weights over their heads. After a few moments and several more shouts of encouragement over the noise that was labeled music, Regina nudged the blonde next to her.

"Who in God's name is yelling like that?"

The blonde in question looked up from her phone, raising an eyebrow in question. Regina motioned with her head toward the wall of glass they were passing on their way to the locker rooms. "Oh, that's the new group instructor. She teaches a few of the classes I think. Looks like that's the BodyPump class but I've seen her doing Zumba once or twice as a sub and one of the other Body-classes, can't remember which one," Katherine said, finishing her text before putting her phone away. "You can't see her from here but she's a beast; I heard she's ex-military but super sexy. The attendance of her classes is so high they have to do a signup sheet and then cut people off for safety reasons."

"Certainly sounds like a beast, barking like that," the brunette mumbled.

"Mhmm, but I'd let her bark at me any day," Katherine replied wistfully, making Regina raise an eyebrow at the unusual comment.

Regina placed her bag on the bench near the corner they always used for their lockers and started pulling out her tennis shoes and bike pants. The women chatted lightly while getting changed before grabbing their water bottles, towels, and music and heading back out into the gym. This was their normal routine; every Monday, Wednesday, and Friday they would use the bike room during the early slot when there wasn't a class and would set off for an hour, riding anywhere from 15 to 30 miles depending on the difficulty they chose that day. Then on Saturdays, Regina came by herself and swam several laps to relax and stretch out her muscles before utilizing the steam room (when it wasn't out of order for whatever reason).

"So," Katherine broke Regina's concentration, who was still trying to catch a glimpse of this beastly woman, "how's Henry? Did he figure out how to handle those boys in his grade?"

Regina sighed, "You know, sometimes I wonder why God would let people procreate to birth such demons. But yes, he said Ms. Blanchard talked to them about their behavior and is going to keep an eye on him, so hopefully that'll help some. 8 year olds can be real pains in the ass, it seems."

Katherine chuckled, agreeing whole heartedly. "And you question why I don't want kids. You are much more level headed than I'd ever be if a kid was bullying my son."

"Oh trust me, if Henry hadn't been so adamant, I would have stormed over to those boys' houses and had a very strongly worded discussion with their sorry excuses of parents. Those doe eyes can get just about anything I'm afraid."

Both women claimed a bike and set off for their 10 minute warm up ride, continuing their conversation and catching up from the weekend. After their ride, the women said their goodbyes and gave each other hugs. Then Regina grabbed her shower caddy and slipped on a cheap pair of flip flops to rinse off before she had to head to work.

It was on her way out of the shower, wrapped in nothing but her small navy towel and dripping wet that she noticed a woman she hadn't seen at their gym before. Katherine and Regina purposefully went to the gym just after the brunette dropped Henry off at school because fewer people were around, so Regina recognized most every female who used the locker rooms around the time she was there. And this blonde was _not_ a regular. She was turned away from prying brown eyes, rummaging through her locker in search of something it seemed, so Regina took the time to look the woman over. Defined calves lead up to shapely thighs and a pert back side covered in small black shorts. Muscle rippled under the creamy pale skin of her back and shoulders, a dark blue sports bra covered a modest yet appealing che- wait… Regina's breath hitched as her eyes shot up the last few inches to connect with green eyes filled with amusement. She'd just been caught ogling the other woman; Regina did not ogle anyone, let alone a _woman_.

Pale pink lips curved up in a small smirk, causing Regina to clear her throat and continue her trek to her locker. When had she stopped moving? Prickling tingled at the base of her neck alerting her to extra eyes watching the brunette's every move. As discreetly as she could, Regina slipped her thong up her legs, the material catching slightly from not being completely dry. She readjusted her towel around her waist so she could clip her bra into place and then let it fall to the bench behind her. Chancing a glance behind her, she noticed green eyes flick down past her hips as the unknown woman glanced her way once more. Immediately Regina felt her cheeks heat with a fierce blush and she turned around to finish putting on lotion. As she was buttoning the last two buttons of her silk blouse, Regina heard a shower turn on. When she turned around and began tucking in her shirt, the blonde was gone. Regina didn't give herself time to question why her heart seemed to stop for a moment or why there was a slight frown on her face.

Dark brown locks were just being mussed into place when a flash of blonde caught Regina's attention again, surprising her. She wasn't able to stop the small gasp from escaping and if the quirk of the blonde's lips were any indication, it was not as quiet as she hoped. Regina tore her eyes from the blonde's form in the mirror and focused back on applying her eye makeup for the day. Of course, she picked the one mirror that was just adjacent to the locker the mysterious woman was now at. But it was also the closest to her things as well, she reasoned. She cursed herself and her fluttering heart when her hand slipped, leaving a small streak, when she saw a glistening drop of water slide into ample cleavage.

"Shit."

A quiet chuckle made chocolate eyes snap to the right again, catching the blonde just as she released her towel and stood in all her naked glory for anyone to see. Or in this case, just Regina and the two older ladies chattering away on the other side of the row, but the fact remained that this chiseled, gorgeous, goddess- ok this _woman_ was naked, and staring at Regina like she knew exactly how the brunette's heart was flip flopping in her chest. Regina quickly licked her pinky and wiped away the smudge, re-outlining her eye and studiously moving on to apply her smoky shadow as a finishing touch.

"You know," a slightly raspy voice broke the palpable tension that had built, making a certain brunette's breathing catch slightly again, "You have great definition in your legs. The BodyAttack class would be a perfect combination with your biking and swimming. You know, if you wanted to try it out." The blonde had just casually made conversation while redressing, like she wasn't basically eye-fucking Regina the whole time.

Regina wasn't used to random strangers making small talk with her. At the office, hardly anyone dared to even wish her good morning lest they endure her wrath, and it wasn't like she was involved in PTA or anything to bring about friendly conversation with other parents. Other than Katherine, she didn't talk to many people outside of business transactions and her son. Frankly, she wasn't completely sure what she was supposed to do in this situation. Evidently Regina was silent too long, as the blonde continued.

"I'm Emma, Emma Swan. I teach a few of the Les Mills classes here and I think you'd be great." With blonde locks tied up in a pony tail again and finally decent (if a thin wife beater and small shorts are considered decent), the taller woman reached out a hand, eyes roving Regina's body once more.

Ah, a venue Regina could work with: flirting. "Well, Ms. Swan," Regina husked, ignoring the blonde's hand, "I think someone has a bad case of a wandering eye and loose lips. Which is too bad; I prefer to keep things tight." With a last blot to her ruby red lips, Regina packed her makeup away, grabbed her things, and headed out of the locker room with a smirk on her face. It was going to be a good day.

**AN: So this is my first dabble with OUAT after reading anything and everything SwanQueen and RedBeauty and Beautiful Warrior related religiously for the last few months. Not completely sure where this will go but I think it has potential. Would love to know if anyone thinks I should continue and any suggestions or constructive criticism is always encouraged! Thanks for taking a chance on this journey with me,**

**Xox B**


	2. Chapter 2

**Disclaimer in Chapter 1**

Sweat ran in rivulets down her face, between her shoulder blades, and soaked into the (now) dark grey t-shirt stuck to her back and arms. The pounding of her heart beat matched the tempo of her shoes and blood roared in her ears as she pushed on. _Ten more, ten more_. It replayed like a mantra in her head, pushing her to keep going, keep moving, don't wuss out. Muscles strained, aching for a reprieve, her mind had gone blessedly numb minutes ago- it was the one thing that would keep her from finishing. Mind over matter. Finally the timer on her watch gave its shrill beep; breath whooshed out between chapped lips, thankful for the break. Pink lips wrapped gratefully around the spout, sucking water like she hadn't drunk in years, a few drops adding to the sweat staining her neckline. With a deep gasp, she dropped to the ground and began another set of 30 diamond push-ups followed by 50 sit-ups and 20 triceps dips on the bench. To any passerby, this would seem insane. For Emma Sawn, this was her morning ritual. She'd warm up with a 2 mile job around the park, then interval training of ten minutes sprinting and 2 minutes jogging again, drop and do her push-ups, sit-ups, and dips, and then repeat the process ten times over. She'd round off the morning with another mile cool down jog and active stretching. All before the sun was even up. It had been that way for over a decade, thanks to boot camp, and Emma was nothing without her routines.

As the sun just started to peak between the sky scrapers and trees lining her small neighborhood park, Emma's mind went back to the altercation in the locker room; an event she hadn't been able to shake off for over a week now. Emma knew she was the talk of that gym, had been since she set foot in the building 3 months ago looking for a job. She was also aware she had many admirers, and more, from the lecherous looks the meatheads would throw her way and the under-the-lashes glances from the ladies. But the one member she could not seem to catch the attention of was the one she most wanted to get to know, in more ways than one. And she didn't even know her name.

But God, she was beautiful. Emma saw her occasionally, almost always with that other blonde on their way to the bike room, but she never got more than a passing glance from her. Every time the blonde saw her, though, she looked amazing. Chin length dark brunette locks framed her face, often held back by a headband in neutral colors or black clips. Deep brown, almost chocolate colored eyes that seemed to hold so much secrecy and skepticism in them; Emma couldn't help but get lost trying to decipher what the woman was holding so close to her chest when they had their "conversation" so many days ago. High cheek bones covered by deliciously tan skin gave way to plump rose lips, accented by a small scar just to the right of a petite nose. She wanted to know what cause that minor inflection, and trace it with her tongue. And don't get her started on that body. Emma guessed the woman was a few years her senior but, damn did she have a great body. A slender neck led to softly defined shoulders, no doubt evidence of her weekly laps in the pool, and small but clearly strong arms. She never wore very revealing clothing during her work outs but Emma had caught sight of her generous bust and thin waist when she'd blatantly checked the woman out after her shower that one morning, so she knew what laid beneath the muted athletic shirts and bike pants. Those pants did wonders for the brunette's back side. Round and perfectly proportioned to her chest, it was like her ass just called to Emma, telling her to caress and squeeze it to her heart's content. _Sigh_, if only. The mysterious woman was a few inches shorter than Emma but that didn't seem to matter. All of that bike riding shaped and toned her quads and hamstrings, and the 4 inch heels she'd seen the woman wear out of the gym on more than one occasion gave away that her calves were in similar condition. Sure, she was nowhere as muscled as Emma was, but this was a woman who knew how to take care of her body and treat it like the temple it was: a thing to be worshiped with gentle nips, long licks of the tongue, fingers dancing across wet- A loud squawk from a crow in a neighboring tree broke Emma from her less than appropriate thoughts. Checking her watch and seeing it was almost 6am, Emma stood, wiping dewy grass from her shorts, threw her water in her draw-string bag and draped her towel around her neck. It was time for another day.

"Really, Em, you're still on about this broad?"

Emma looked up from checking her class schedule on her phone, shooting a half-hearted glare at her best friend and ex-teammate from across the table. She reached up with her right hand and began rubbing at her scars, a nervous tick she had developed shortly after the all-clear from her PT that gave away her anxiousness.

"You didn't see her, Booth. She's gorgeous, but more than that, she's confident in a way not many women are who haven't served. Almost to the point of seeming cold, actually."

August Booth raised an eyebrow at the wistful tone his former cadet used. He hadn't seen Emma like this about a chick in the decade he'd known her, and he'd seen her with a number of women. "Yeah, she sounds like a real breath of fresh air. She won't even give you her name, why are you hung up on her?"

The blonde shrugged her right shoulder before grabbing another fry and swiping it through ketchup and popping it in her mouth. She took a long sip of water before answering. "Honestly, I have no idea. I haven't spoken to her since that day in the locker room. There's just something about her, like there's so much more beneath the high class exterior, I want to know what it is. I see her all the time at the gym but have yet to see her in one of my classes, though that doesn't stop me from looking…" She trailed off at the end, a faint blush coating her pale cheeks.

The dark haired man just chuckled, rubbing the scruff on his chin with a shit-eating grin. Pale green eyes snapped up to his, narrowing in annoyance.

"What? What's so funny?"

"Nothin', just you having a crush on some chick who won't give you the time of day. What's with you and going after the ones who play hard to get?" he teased, finishing off his double bacon cheese burger, extra bacon. "Hey, you gonna finish those?"

Emma rolled her eyes at the bottomless pit that was her only family, taking one last bite of her own burger (single, mushroom & Swiss) and pushing the plate of half eaten fries towards him. "I don't always go for the hard to get," she grumbled. "Kate wasn't hard to get, just straight-ish. And Danielle was complicated, sure, with her religious fo-pahs, but definitely not hard to get, just hard to keep."

"Oh yeah? What about Stacy?"

"No, don't even go there. That bitch is dead to me, I don't even include her in my dating history," Emma snapped, finishing her water and standing up with a huff. "Let's go, I got lunch but you're on drinks tonight since you're forcing me out against my will."

August laughed again, pushing away from the table and following the blonde out. He would never understand women. Can't live with em, can't live long without the lovin' they come with. It's why he's stayed a dashing bachelor for his 38 years of life. Only woman he needs sticking around was currently holding the door for him like the gentlemen he'd taught her to be.

"Like I could force you anywhere anymore, Specialist. Pretty sure you've got the upper hand now, not to mention the height advantage," he joked.

Tipping her head towards to older couple she held the door for as well, she smiled at his light-hearted self deprecation, nudging his shoulder. "Whatever, Cap, least you've still got your 'dashing good looks'," Emma joked back, making air quotes with her fingers and everything. She hated when he'd make comments about his chair or injury; it wasn't a pleasant memory for the blonde but she knew he was past it, she just wasn't always sure she was. They continued down the busy New York City sidewalk bickering like siblings, heading for the accessible elevators for the subway platform that would bring them back to their small two-bedroom apartment on the outskirts of Newark.

Emma hated dressing up. She never had to as a kid, never having much in the form of presentable clothing anyway, and it wasn't until she enlisted that she'd ever had a wear something more fancy than worn down jeans and a t-shirt or button up (that likely didn't have all of its buttons). Growing up in the foster system in New Jersey had not been a cake walk. Being abandoned outside a fire house, she was immediately put in the system after being treated for dehydration and malnutrition. As a baby and toddler, she'd lived with a couple who were actually pretty decent. They were her best home by far and she hardly remembers them, other than their last name which legally became hers. By the time she was 3, they'd gotten pregnant and were expecting twins, so back into the system she went. She bounced around 4 group homes before being placed in a foster home with 5 other kids when she was 6. It didn't take long for Emma to learn that it was every kid for themselves in foster care. If you wanted food or a blanket at night, you did whatever you had to do to make sure you got it. The couple who ran the house she was in was just in the foster care business for the monthly checks from the state, using the money to buy themselves lavish things and support their pot habit, instead of feeding the kids. Emma had to tag along with the 3 older kids to the local corner store and be the look out while they pocketed what little snacks they could before the store owner noticed. By 8, she bounced to the next home: a drunken man who used her as a human ash tray and his absentee wife. That lasted another 2 years until she was placed with a seemingly nice family. Man, wife and their biological son who was 15 at the time. Emma lost her virginity by the age of 11, the nighttime visits becoming weekly. When she finally told the parents, they blamed her, saying she seduced their son and was a depraved liar. It was another year in group homes and two more shitty foster homes before she'd finally had enough and split. She was 17 and living on the street when she became pregnant. Her living conditions likely were the cause for why she lost the child 8 weeks in. Emma's only saving grace was staying in the same school district through the duration of high school so she was able to get her diploma, unlike so many other kids she'd met in the system.

Needless to say, it took a long time for Emma to even be remotely comfortable revealing her body in a sexual manner, and even still August could only get her into tight slacks and a low cut top. He'd never seen the blonde in a dress in the 10 years he'd known her. What she came out of her room in wasn't a dress, but it was the most "girly" he'd ever seen her.

It took almost 20 minutes to talk herself into the outfit she chose, but by the look on August's face, it was a good choice. A light blue spaghetti strap top draped comfortably over her torso, the swoop neck hinting to the modest cleavage hidden beneath it. The blue made her eyes seem a deeper green than her normal sea green and she'd outlined them with a thin line of eyeliner so they really popped. But what had the ex-officer at a loss for words was the knee length black skirt adorning Emma's lower half, a slit up the right side ending a few inches below her hip, and strappy 2-inch sandals. It was no secret Emma Swan was a beautiful woman, but in that skirt, she looked more feminine than all of the other times they'd gone out combined. It was quite the sight.

Emma blushed as she felt her friend scan her wardrobe choice more than once. After several long moments of silence that felt like hours, she cleared her throat and stood at attention, hands clasped behind her back. August smiled, there was the soldier he knew and loved.

"You look hot, Sawn, who knew you had curves under all those gym clothes," August teased, breaking the tension that had been slowly building in the blonde's body.

She broke her stance with a roll of her eyes, letting her shoulders drop slightly- the only sign of relief that he approved of her attire she gave. "Whatever, Cap." Emma strode slightly unsteady over to the cabinet that housed their liquor and pulled out two shot glasses. Handing one to Booth, she toasted, "To all that have fallen, and to those who were able to get back up."

August raised his glass, clinking it with Emma's. "Hoorah." They threw back their drinks, poured one more, and were out the door and into the night.

**AN: So I have to say I am floored by the amount of favorites and follows just the first chapter of this story received. And even some reviews! Thank you to everyone who has read this little story. It's still very much in its infant-stages, with general bare bones ideas of what I'd like to see happen and with character development/back stories, but I am always up for suggestions and take every review seriously. So if you have an idea or want to see something, or are curious about something, drop me a line! Thank you again, you all are awesome!**

**Xox B**

**P.s. As I was just telling my friend who is reading this as I write it as well, I am sporadic with updating. When my muse is great, I'll write more faster, and slower when she's not on my side, so bare with me folks. Right now though, we're in a n upswing of inspiration so let's ride it out!**


	3. Chapter 3

**Disclaimer in Chapter 1**

Henry pumped his little legs as hard and as fast as he could, narrowly slipping past another body coming at him. He glanced up from his feet and with one last burst of energy, kicked as hard as he could. The referee blew his whistle and all the kids in green jerseys ran at Henry with huge smiles on their faces. He may not be the most athletic kid on his team, but when he had a shot, he couldn't miss. Henry cheered with his teammates, receiving pats on the back and high fives all around, before Coach Nolan called them over for a huddle.

Regina stood, smoothing out her light-weight navy Goucho pants and folding up her chair. She knew it would only be a few minutes before the teams slapped hands and broke for orange slices before heading off the field, and wanted to be prepared.

"He's certainly getting better," Katherine remarked, closing her own chair and readjusting the Marry Poppins bag under her arm.

"He's a Mills, of course he's skilled, dear," Regina quipped with a small smirk, turning to watch her son and his team be praised for a good game. "I never understood the appeal of chasing after a ball out in the hot sun but considering it's about the only time he gets away from those comic books nowadays I'll take what I can get. I'm glad he's getting back into the sport again, though, after everything."

"Me too, it's good for him."

The women finished gathering their belongings and waited with the other families while the boys changed out of their cleats and into more comfy footwear. Henry had a grin stretched across his lips as he jogged over to his mom and aunt.

"Did you see that, Aunt Katherine? That was awesome! It was like, I wasn't sure if I could keep control long enough to get down to their goal but when I looked up it was just there! Gah, it was sweet!" Henry rushed out, all excitement and pride.

"You did great, bud!" Katherine replied, pulling him into a side hug and ruffling his slightly sweaty hair. "And you need a shower."

Henry playfully pushed his aunt, still with a smile on his face. Regina took his gym bag from him, swinging it over the shoulder carrying her chair. "You played very well, Henry, I'm so proud of you." He just beamed all the more. "I think this call for a pit stop on the way home. What do you say, Henry, want some ice cream?"

The young boy skipped, throwing a fist in the air and shouting, "Yes!"

Katherine and Regina just laughed, leading him off the fields and towards Regina's black Mercedes in the parking lot. The mini family slid inside and pulled into traffic, heading towards the small shop a few blocks away from Katherine's apartment building in upper Manhattan.

"So I'll pick you up at 9, alright?" the blonde confirmed, leaning against the open passenger window.

Regina sighed, "I don't know, Katherine. I'm not really in the mood, it was a busy week."

"C'mon, Regina. Live a little. Henry is having a sleep over at Kevin's house so it's not like you need to be home to watch him and it's Saturday, no work tomorrow. You haven't been out with me in months! I promise you'll have a good time or all drinks are on me. Pleeeaaase?" she whined, winking at Henry in the back seat who was giggling at his aunt's antics.

"Yeah, c'mon, Mom," Henry chimed in.

Brown eyes squinted into the rearview mirror playfully before relenting. "Fine. But you're paying."

Two fists bumped through the open window as Henry and Katherine grinned at each other. "You got it, hun. I'll see you at 9."

The brunette just rolled her eyes with a shake of her head as Katherine waved before turning into her building. It was true, Regina hadn't been out in nearly a year but it took time and commitment to become one of the youngest biomechanical engineers on the east coast calling her own shots at Eschen, the oldest Orthotic and Prosthetic Company and lab in New York. Technology was always changing and she constantly had to keep up on what new materials, experiments, developments were available to aid in her designs. When three became two almost 6 years ago, Regina had to buckle down and become a better parent to Henry and provide for him. So sue her if she didn't care to spend her nights off at a dingy bar surrounded by sweaty bodies reeking of body odor, stale beer, and cigarettes. But she had agreed and it would be somewhat lonely in their spacious flat without Henry there that evening. She figured one night couldn't hurt; who knows, maybe she'd meet another dashing blonde with captivating eyes. _A man… a blonde man with captivating eyes… of course._

Several hours later, after dropping Henry off at his friend's house, found Regina stress-pacing back and forth between her vanity and her closet, glass tumbler in hand. Wearing nothing but dark grey, lacy lingerie, the brunette could not decide what to wear. Her text message from Katherine was no help either, just stating to wear something sexy and classy. But that was basically all of Regina's closet, so what did that even mean? She paused, fingering a few dresses on hangers before huffing again and slamming back the rest of her cider with a frown on her face. She was never agreeing to this again. Finally just giving up and deciding she didn't care enough, she slipped a dress off its hanger and over her body, being mindful of her hair.

Regina walked over to the mirror next to her vanity, turning to the side to see if the bra she'd chosen showed in the back. The black number she'd picked had a sweetheart cut neckline that followed the cups of her bra perfectly, highlighting the swell of her bust, and fell just to her fingertips when her arms were at her sides. The back had a peek-a-boo cut at her low back and criss-crossed between her shoulder blades, just barely hiding the strap she was worried about. Satisfied this was what Katherine meant by classy and sexy, she picked out a shinny pair of black pumps and sat to finish her makeup before her friend got there, refreshing her drink in the process.

She was just putting in a dangly earring when Katherine walked into the room, let in by her own key it seemed. The blonde whistled, "Damn, 'Gina, you clean up well."

Regina returned her kiss on the cheek smirking. "Thank you, dear, you look fetching as well. I haven't seen that dress before, when did you go shopping without me?" she asked with a faux pout on ruby red lips.

Katherine sipped at Regina's drink, nose crinkling slightly at the alcoholic bite. "Not new, hun, just haven't worn it in a long while. But this is a special occasion, my bestie finally coming out for a night on the town, so we've got to do it right!"

Grabbing her drink from pale fingers, Regina finished it and walked into the kitchen to rinse the glass. "You've got to drive, Kath, no drinking for you yet. So where are you taking me this evening?" she asked over the sound of the faucet.

"I thought we'd try some place new. A friend in the office mentioned a swanky piano bar on the other side of town, said they had great drinks and sexy beats. I think it's time we get our dance on," Katherine shimmed her shoulders drawing a laugh from her friend.

"Well," Regina wiped her hands on a dish towel, "I suppose that sounds fun. Shall we go?"

"Well, I have to say at least they have good taste in décor," Regina muttered to her friend, taking in her surroundings and blindly following Katherine to a small raised round table on the far side of the room.

Double Daughters was a decent size venue with dark maroon walls and mirrors lining the ceilings, broken up only by silver chandeliers every so often. Dark chocolate booths ran along the two adjacent walls to the front doors with small candles flickering in glassware to provide a cozy atmosphere. Across from the coat check that was just inside the roped off entrance was a black bar top accented with silver detailing, glass shelves housing their selections of alcohol behind the four bartenders. Three young men in black slacks, white button down tank tops, and black skinny ties worked seamlessly with the sole female bartender in her own matching slacks, black vest crop top and detached bowtie. Regina noted a few other employees dressed similarly carrying trays with various drinks and orders atop their shoulders to the patrons spread out across the floor. Tall and short black tables with matching stools and chairs dotted the outskirts of the dance floor, where Katherine was leading her currently. It wasn't until she was seated on a bar stool that she noticed the beautiful grand piano on a slightly raised stage tucked in the corner and a DJ system abandoned behind it in favor of the live acoustics of the well dressed man tickling the ivories. She'd only been in Double Daughters for a few minutes but already it was a place Regina could see herself frequenting often.

Katherine hid a smirk behind a sigh as she watched dark eyes fill with pleasant surprise and approval. "I think Ashley was right in suggesting this place, it seems right up your alley."

"I think you may be right, dear."

A young waitress approached just then asking for their drink orders and disappearing quickly once they decided. Within minutes fresh beverages were placed on the table and Katherine slipped a generous tip to the server, asking to start a tab. The friends chatted lightly, watching couples glide across the dance floor to the jazzy tunes, some more adept than others but all looking to be enjoying themselves. It was at a lull in the music, the pianist taking a break and a more upbeat song coming on over the sound system, that Regina met her first speed bump. Regina had been in the middle of telling Katherine about a new development at work when her friend suddenly interrupted her.

"Don't look now but tall, dark, and handsomely stupid is headed this way," the blonde murmured, just barely audible over the catchy tune.

Regina rolled her eyes muttering, "Oh God" under her breath. She turned just as a man came to a stop a foot or so away from her. The brunette pursed her lips as she appraised him. He was maybe six foot and seemed to be well built. He had dark eyes and his equally dark hair was neatly combed to the left. Small silver studs in his ears and his poor choice in, what looked like, black pleather pants made her raise an eyebrow, though.

"Hello, love, I haven't see you two beautiful ladies here before," he started, his lightly accented voice was deep and easy on the ears. "I'm Killian Jones. Your refreshments look to be running low, may I buy you a drink?" he asked, kissing the back of Regina's hand and hardly flitting his gaze to her friend.

Plump lips curled up slightly in a cross between a smirk and a sneer as Regina plucked her hand from the man's grip, wiping it off discretely on her thigh, though Katherine caught the move and had to hide her chuckle behind her hand. Anyone who knew Regina knew you never touched her without her expressed permission unless you were in want of a tongue lashing. She knew what was coming and settled in for the entertainment.

"I don't believe that will be necessary, Mr. Jones, and I kindly request you keep your oleaginous lips and any other body part far away from me and my friend. We are hardly in need of some pseudo-stallion to come riding in and rescue us diminutive maidens," Regina snipped, turning from the stalk-still man and finishing her apple martini before raising two fingers in the direction of their waitress and receiving a nod in understanding.

Killian gaped at the beautiful woman before him, not quite sure what just happened. He was a local catch around these parts, women usually fell all over themselves to get his attention, and here was this woman completely rebuffing him. And he was pretty sure there was an insult or two in that telling-off, as well, though he couldn't be sure since a few words were ones he needed a dictionary for. His teeth clicked shut when the blonde he'd mostly ignored added her two cents.

"Hey, Ricky Martin, that means she's not interested in whatever little friend you can fit in those ridiculous 90's knock-offs, so go try your line on some other mindless bimbo. I'm sure you can find one somewhere around here." With a shooing hand motion, Killian finally got the hint and turned tail, a dark blush flooding his cheeks in embarrassment and resolutely thrusting his chin in the air to seem less shot down.

Two sets of eyes watched the castrated man stiffly walk back to his three buddies several tables away, their raucous laughter audible even over the house music. Sarah, their waitress, made her appearance known then, placing Regina's fresh drink and a refill of Katherine's Coke on the table and clearing away their empty glasses.

"I'm sorry about Killian, he can be a right ass when he wants to be," the server apologized, shifting on her feet slightly with a frown. "He's a known heart throb and pain in the ass around here, never knows when to give it up. I have to say the puppy with its tail between its legs is a new look for him, I rather like it," Sarah finished in a light Australian accent.

Katherine and Regina shared a smirk, mirth playing in both sets of eyes. "Yes, he seemed rather startled I wasn't reduced to a hormonal basket-case just at the mere sight of him. Like he's some new age Hercules, gracing the world with his charms. Please, little boys shouldn't play adult games, someone might get hurt," Regina snarked, laughing with the other two ladies before Sarah was flagged down by another table.

It was as dark chocolate eyes followed Sarah's path that they ran across a familiar form, one they'd seen several times a week for the past month or so; a figure Regina was coming to have memorized, though she'd hardly even admit that in her own head, let alone out loud.

"Shit," she cursed into her glass, adverting her eyes quickly away and taking a large gulp of the sweet yet potent drink.

"What?" Katherine asked, head snapping up and around, looking for the cause of her friend's uncommon foul language. When she came up blank she turned back to Regina. "What's wrong? Is one of the 4 Musketeers making eyes at you now?"

"Ms. Swan is here," Regina curtly replied, speaking in a low voice as if she spoke any louder she'd draw attention to them.

"Ms. Swan? Who the hell is Ms. Swan?" Light blue eyes cast around the club again before catching on a long mane of blonde curls. "Oh… Emma? Huh, I didn't know her last name was Swan, though it kind of fits with how elegant she looks right now," Katherine mused quietly.

Regina chanced another glance at Emma and the gentleman in the wheel chair she was with. At the same instant, pale green eyes alight with amusement locked onto hers, recognition instantly replacing humor and causing them to darken considerably. It seemed no matter how much Regina forced herself to ignore the blonde athlete, fate had other intentions.


	4. Chapter 4

**Disclaimer: I do not own any characters you recognize from TV shows and/or movies and am not making profit from this creative writing experience.**

Emma Swan was many things. She was stubborn and pig headed, often getting herself into tough situations. She was loyal to a fault, standing by the few people she considered close and defending them and what she believed in until her least breath. She was strong in mind and body, as the guard had taught her to be. But one thing she was not was the type of girl who swooned. She was always the type to let things come as they would, taking the punches and rolling with them. So the fact that she nearly choked on her own saliva just from the sight of this woman (granted, it was a glorious sight: toned, bronze goddess wrapped in tight black silk) was completely out of left field and frankly, scared the hell out of her. But Emma Swan was not one to shed away from fear. Only way to deal with it was to face it head on, and that was what she planned to do. Once she had another shot or two of whiskey.

Emma had actually watched the mysterious woman from the gym and her blonde friend arrive that night. It was just her luck that the woman that would not leave her mind showed up at the exact same club they'd decided on. Emma had been just about to ask August if he wanted to check someplace else out after she saw Killian Jones and his goons were there, when the beautiful brunette made her entrance. The low lighting highlighted the tan woman's complexion perfectly, making her dark eyes and coiffed locks stand out all the more under the twinkling mirrors. To Emma, everything had faded away as she watched the woman blindly follow her friend to a table. It wasn't until August smacked her bare arm pretty hard that she finally tore her eyes away.

"Ow! The hell you do that for?" she asked with a scowl bunching between her eyebrows.

August chuckled at his friend. "I've been trying to talk to you the last 5 minutes but you zoned out on me making sex eyes to some brunette. How else was I to get your attention?"

Emma rolled her eyes, "Well, you didn't have to hit me so hard, ass. That's the woman from the gym." The blonde tilted her head in the direction of the tall table the brunette and her friend had just been seated at.

"The woman from… Oh! You mean Sexy-Mysterious-Brunette?" August rolled himself slightly to get a better look at the woman in question. "Huh, well, no one can say you don't have good taste. She is definitely gorgeous. Though looks the type to be married to some high roller or Wall Street mogul."

"You see a ring on her finger?" Emma questioned, answering before August could open his mouth. "Nope, and there hasn't been one any time I've seen her. She may be straight but she's not married."

"Uh oh.. You got some competition."

The blonde turned from her beer, raising an eyebrow to her friend. August gestured toward the two women they'd been sneaking glances at for the last several minutes with a tilt of his Jack and Coke. Green eyes narrowed as a slim built man made his way to their table. _Fucking Killian_. "Pompous ass," Emma muttered into the bottle. August couldn't help but agree. Killian Jones was a known womanizer and straight up dick when he didn't get his way. Even after Emma had spelled it out for him that she liked women even more than he did, he still wouldn't give up. Claimed she 'hadn't met the right man to do her straight.' Like she'd never heard that one before.

With rapt fascination, both set of eyes at their table watched the interaction between the city's playboy and these two women, Emma's brunette specifically. (When she became _hers_, Emma didn't want to think about) The words exchanged couldn't be heard over the music and distance but Emma could clearly read Killian's facial expressions and knew that whatever her brunette was spitting at him, it was not something he heard often. Both Emma and August nearly did a spit-take when the high and mighty, self proclaimed "panty dropper" slouched away from the classy pair with his tail between his legs, blushing furiously. They laughed nearly as hard as Killian's friends did when they realized he'd been not just shot down, but insulted to boot. It was at that moment that Emma glanced back at the mysterious woman's table with a huge grin on her face, only to be met with dark mahogany eyes catching hers. The smile on the blonde's face softened as she watched the brunette turn away and try to hide her flushing cheeks behind her martini glass.

Emma flagged a waiter down, ordering a shot of Jack Daniels, and quickly drank the rest of her beer. Light brown eyes widened watching Emma throw back the shot as well and stand. August reached out, grabbing a slim wrist. "What are you doing?"

"What's it look like?" Emma shook off his hold and straightened her skirt awkwardly; tucking blonde curls behind her ear. "I'm gunna ask her to dance."

Eyebrows nearly to his hairline, August could only watch as his best friend slowly made her way towards the women who had been their entertainment so far tonight. "Jesus, you'd think she'd have learned from Jones," he breathed out, settling back to watch and see if he'd need to wheel them both home later that night. He prayed not, the blonde was heavy when she was drunken dead weight.

Inwardly, Emma cursed herself for picking a damn skirt. She felt so vulnerable in the flimsy thing, so unlike her normal tight pants that let her feel comfortable and confident. But she was already almost to the table; there was no turning back now.

"Excuse me, ladies," Emma spoke, her voice coming out an octave lower than usual and catching their attention. Blue and brown eyes flashed to her and Emma swallowed thickly, giving the blonde a smile before turning to the brunette. "I'm not sure if you remember me from the locker rooms, Miss…" she trailed off, hoping the woman would finally fill in the blank for her. When deliciously red lips just pursed together, Emma licked her own and pushed on, deciding to be bold. "Well then, I'll refer to you as I do in my head. Miss Sexy-Mysterious-Brunette, would you care to dance with me?" Emma waited with her hand outstretched but a respectful distance from the woman, not wanting to impose on her.

Brown eyes flickered between Emma's own and the blonde across from her, seeming to have a silent conversation with her friend. After a few moments the blonde motioned with her head towards Emma, who was starting to lose the liquid courage that had made her so brazen, her shoulders starting to slump and her hand dropping slightly. Emma had just decided to save herself anymore embarrassment, considering herself lucky to not get a telling off like the guy before her, and turn away when a warm hand filled hers. Green eyes shot up in surprise and then she heard that liquid honey tone she'd dreamt of for days.

"It's Mills, Miss Swan, but you can call me Regina. And I suppose a dance wouldn't hurt, let's see what you've got," the brunette spoke, tightening her hold on Emma's hand while standing, a challenge written clearly in those dark eyes.

Emma couldn't help the beautiful smile that lit up her face at finally knowing the brunette's name. _Regina. It's perfect._ Smile turned to smirk as her mind registered the dare dripping from her not-so-mysterious woman's lips. Slightly bowing to Regina's blonde friend, Katherine as she was told, Emma excused them and led her partner to the dance floor just as a song faded out to be replaced by a jazzy tune.

"Well, Miss Swan, can you handle a little swing dancing?" Regina practically purred into Emma's ear as she spun around in her arms.

A slightly shaky hand settled at Regina's waist, fingers brushing against the warm, bare skin peaking out the back of the brunette's dress, causing a shiver to travel up Regina's spine. Emma took a quick breath and tightened her hold when she felt fingers curl around her neck and tuck under her hair. She swallowed hard and lifted the elbow of the arm holding Regina's left hand into position. "I think I can manage." Brown eyes lit up and with one last smile, they were off around the floor.

The snazzy sounds of the alto sax and trumpets filled her ears as Emma led them around the floor, turning and weaving in between other couples. She could tell Regina was surprised by her sure foot work and Emma could not be more thankful Booth had forced her into various clubs when they were on duty together. As the music built to crescendo, Emma spun her partner away from her before twirling her back into her body, Regina's lithe form falling back into Emma's chest before spinning her again. Both women had smiles on their faces as the room spun around them, their eyes only for each other. With a last curl in, Emma showed off her strength by dipping the smaller woman back and holding the pose as the music faded off. Chests were heaving, puffs of breath mingling in the minimal space between their faces, eye locked on one another. They were still catching their breath as Emma slowly stood her partner back upright again, keeping her arm wrapped around Regina's waist and her hand resting in hers still.

It was the brunette who broke the mounting tension. "Well," she cleared her throat, her voice coming out a bit rough, "You certainly can swing, Miss Swan. A pleasant surprise."

Emma loosened her hold as she felt the smaller woman take a step back. "It's just Emma, and thank you, you are definitely skilled on the dance floor."

"Oh, you have no idea, _Emma_," Regina drawled, almost purring again, a teasing glint in her eye.

Heat flooded pale cheeks, causing the brunette's smirk to wide slightly. Emma coughed a bit, ducking her head, before leaning in and pressing a soft kiss to Regina's cheek near her ear. "I hope we can do this again sometime," she whispered, lips lingering for a moment longer than necessary before pulling away, catching the shudder running down Regina's body. With one last smile at the beautiful woman before her, Emma squeezed her hand and turned back to August who had a huge smile on his face.

Emma walked quickly back to her table before she did something to ruin her smooth streak, signaling for another beer before sitting down and keeping her body studiously facing away from the dance floor where she'd just left the woman of her dreams. August clapped her on the shoulder like any good bro would do; laughing as she took a large swig of her beer once it was delivered and letting her posture relax some.

"That was hot!" August exclaimed all smiles, "And she's still staring over here like she's not totally sure what just happened. I don't know what you said to her at the end but I think it spiked her interest!"

The blonde flushed remembering the silky skin beneath her lips, smelling the lightly spicy scent of the gorgeous woman she'd shared a passionate dance with, the way her body fit with Emma's like they were made to be pressed intimately together. Emma never fancied herself a poet in any way but that woman made her want to write lyrics to the sappiest of love songs.

Finishing off her beer and wiping away a drop a sweat from her brow, she stood, letting August settle the bill while she took one last glance around. Regina Mills was bent in close to Katherine, the blonde smiling deviously at her friend while Regina spoke with quick hand motions. Emma hoped that was a good sign; maybe August was right and she had sparked an interest from the brunette, one could hope. As they were heading past the bar on the way out, Emma felt eyes on the back of her head. She chanced a look over her shoulder and caught "lady killer" Killian Jones glaring daggers at her. Lifting a hand and twiddling her fingers at the man, Emma could only smile and shake her head, still feeling as though the last ten minutes or so were a fantastical dream and not even a homophobic prick could bring her down.

As she lay in bed that night staring up at the ceiling, a goofy smile etched on her lips, Emma realized something. Now that she'd had a taste of the woman she'd been fantasizing over for the last week and a half, there was no way she was getting over this crush if just one dance made her this giddy. Miss Regina Mills was going to be the death of her, one way or another, of that she was sure.

**AN: Hello lovely readers! I hope everyone enjoyed SawnQueen's passionate dance; I had fun thinking it up when I should have been sleeping. I just wanted to point out before I forget that I do not know much about neither Emma's nor Regina's careers and very little about New York. The internet and YouTube videos are about the only things I am using to get a grasp on their careers. I've also never been to NY before and am mostly just using ideas from TV/movies for how things run in the cities there. So I apologize now if I completely get something wrong for how NY is or their job paths; it is not my intention. If anyone has pointers or something is glaringly wrong, please let me know and I'll work to fix it. Anyhoo, thanks again for reading and don't be shy on letting me know what you think!**

**Xox B**


	5. Chapter 5

**Disclaimer: In previous chapters.**

Regina shivered as the air conditioning washed over her damp, bare shoulders, and clutched her towel a bit tighter to her chest. She quickly and quietly made her way into the shower area and picked out a stall, setting her shower caddy beside the beige curtain. Slim fingers twisted the knobs and adjusted the water temperature to just right. Looking side to side, Regina slipped the towel off her body and hung it on the hook at eye level to the left of her stall before stepping into the warm spray, cheap black flip-flops still adorning her feet.

Steam began filling the small cubical as the water beat away the tension mounting at Regina's shoulders and neck. She sighed and relaxed back, wetting her dark hair in the process and running her fingers through it. The brunette turned to face the spout and slashed water over her face several times, rinsing away the sweat and salt coating her skin. Finally feeling a bit more refreshed, Regina reached out of the curtain to grab her shower supplies, pulling the travel-sized Tres-eme shampoo out and pouring a generous amount on her palm. She worked the soap into a lather, eyes sliding closed when she turned to rinse again. She was just working the conditioner from root to tip when cool air brushed against her wet skin, cause goose bumps to rise and her hair to stand on end. A dark eye cracked open curiously and she nearly screamed when she came face to face with familiar sea green eyes. Regina froze, fingers still tangled in her own hair, and stared at Emma with her mouth slightly open, scream stuck in her throat. Before she could make a sound the blonde replaced Regina's hands with her own and pulled their naked torsos together, capturing her lips in a searing kiss. The shorter woman was finally broken out of her shock with a bite to her lower lip. Brown eyes popped open wide (when they'd closed, Regina wasn't sure) and small hands pressed at sculpted shoulders.

"Wha- what the hell do you think you're doing Miss Swan?" Regina demanded, keeping her hands raised in case of another attack. She was remiss to find her voice was so low the question was nearly a growl.

That god-damned smirk tilted pale lips as a pink tongue darted out to catch a drop of water at the corner of her mouth, smirk widening as Emma caught Regina watch her mouth. She took a step closer to the older woman, causing Regina to take a step back and farther into the spray of water. "Nothing we both don't want," she drawled, taking another step and backing the brunette in the wall.

Regina gasped, whether at the cold shock of the tiles meeting the heated flesh of her back or at the feel of pebbled pink nipples lightly brushing her own, she wasn't sure. Probably both. She sputtered for a response. "Well, th-that is n-not, this is insane- I don- I'm not- this isn't-" Any other attempts at the English language were lost in the hot mouth she found covering hers once again.

Strong arms braced on either side of Regina's head, essentially blocking her in, though she was hardly in any place to notice with her body responding to Emma's touches without thought. With another bite to her lip, Emma's tongue traced the edge of Regina's teeth before delving in deeper, ripping a moan from the brunette. After a moment of hesitation, Regina wrapped her arms around the slim waist in front of her, reveling in the silky skin under her finger tips, a smirk of her own on her lips at the groan of approval from the taller woman. Both women sighed as their bodies fit together like a glove, chests heaving, air being shared through open mouths, as the shower head continued to rain down on them and drown out the outside world.

"Oh God," Regina moaned, Emma's hands coming into play now that her own had.

Emma slipped a hand down her neck, tilting her head slightly so she had access to the tanned flesh that had tempted her so for weeks. Biting and licking at the brunette's pulse point, Regina felt the other hand glide down her collarbone and trail feather light touches over the swell of her breast. The dark brown of her areola tightened, pushing the rosy nipple to stand at attention for the blonde. Emma wasted no time in teasing circles around the bud before taking the full weight in her hand and kneading the glorious globe that gravity had never been able to tug down. The other hand came to join the party as well as Emma moved her kisses back to Regina's mouth, letting their tongues duel as Regina's generous bust nearly spilled out of Emma's fingers. Regina let her hands fall a little lower on the athlete and squeezed her ass, pressing Emma's hips tightly to her own and nearly fainting at the matching heat that met her core. Emma broke away to gasp at the new friction and quickly let go of one breast to explore new territory. The anticipation had Regina's abs quivering when she felt finger tips snaking their way south.

Emma pulled back to look into Regina's eyes just before reaching her destination. "You are so beautiful," she whispered, and without waiting for response nudged lower lips apart and-

_Beep-beep-beep-bee-smack!_

"Ugh!" Regina slammed her hand down on the offending clock, throwing the room into immediate silence minus the ragged breathing and thundering heartbeat from Regina. She glanced around stunned for a moment before flopping back into her silk sheets with a huff, wiping away drops of sweat beading at her hairline and upper lip. This was getting ridiculous. Nearly every other day started with sweaty sheets tangled uselessly around her legs and a lingering throb in a place Regina hadn't had the urge to address beyond grooming in a long time. Turning her head back to the clock, the brunette gave a big sigh and hefted herself up and out of bed. Catching sight of two other areas that were up and at 'em, she grabbed her robe and cinched it tight before making her way down stairs to start breakfast for her son. _Another cold shower today it seems._

"Morning, Mom," Henry chirped, dropping his backpack by the entryway and climbing up on a stool at the breakfast bar.

"Good morning, sweetheart. Did you sleep alright?" Regina smiled at her son as he pressed a fist to his mouth to cover a yawn while nodding.

"Yeah, but I think you had a nightmare or something this morning, you were making weird noises for a while. What's for breakfast?" the eight-year-old asked, always thinking with his stomach. "Can we do waffles?!"

Regina choked on her cappuccino, blushing furiously at the first part of Henry's statement. "You okay, Mom?"

Waving him off, she coughed a few times to clear her throat and dabbed a dishcloth to her mouth. "We don't have time for waffles this morning, you've got Spanish in an hour and I need to get to the gym a little earlier this morning, so how about I whip up quick spinach and cheese omelets?"

Henry pursed his lips in consideration, tilting his head just like Daniel used to do. Regina smiled softly at the similarities, thankful that it no longer hurt to see the man in their son. After another moment Henry finally nodded, "But I want ham in mine too, please!"

Chuckling, Regina turned to the refrigerator and pulled out the ingredients and a jug of orange juice just before Henry asked for it, just like every morning. A half hour and full bellies later, mother and son were riding down the elevator to the garage and heading out into the city for another day.

"Good morning, Dr. Mills," Mandy, one of the front desk staff, greeted her, "You're early this morning."

Regina punched in her 10-digit code and pressed her finger to the scanner. "Good morning, Mandy. Yes, I know, I was hoping you'd be able to help me with something actually."

The thin girl stood up straighter and raised an eyebrow, "Sure, what can I do for ya?"

"Do you have a schedule of all the classes offered here by chance?"

"Oh yeah, absolutely, just a sec." Mandy squatted down and rummaged through a drawer before a "ah ha!" was heard in triumph and she popped back up with a smile. "Here ya go."

Regina took the pro-offered calendar and looked it over quickly with a frown. "Are you looking for a new class or somethin', Dr. Mills?"

"Well, I was hoping to possibly but the times don't seem to work with mine and Henry's schedule so I guess not," Regina answered with a slight pout, handing the sheet back to Mandy. "Thanks for your help."

"No problem, have a good workout," Mandy waved slightly as Regina rounded the desk and made her way up the short staircase to the main floor and towards the locker rooms.

It had been 16 days since the night Emma Swan had asked her to dance and she'd accepted. 16 days of wondering if the blonde would make a move when she was at the gym. 16 days of constantly waking up horny and frustrated, and more than a little confused why she was acting like a teenaged boy with a crush. 16 days of nothing. Sure, Regina would catch sight of the blonde leading a class in the groupX room now and again, or they'd cross paths in the locker rooms (those were the worst, Regina couldn't stop her cheeks from burning). Sea green eyes would flit over to her while she and Katherine made their way to or from the bike room. But nothing. All she'd gotten was a lot of coy looks and small smiles. Nothing. _But what am I even wanting? What am I expecting? I'm not interested in women, as she so clearly is, so what am I wanting from this infuriatingly gorgeous woman?_ And now, she couldn't even try to take one of the classes Emma had mentioned she check out in their first meeting because they all ran when she was either at work or after Henry got home from his after school activities and she wasn't going to leave her son with Katherine and David any more than she had to. She cherished her time with Henry too much to give it up for an hour of ass-kicking and confusion in a room filled with sweating bodies and only one she'd even want to look at. Regina sighed in disappointment; it just wasn't meant to be more than the one night.

"Hey, you're early."

Regina paused, eyes snapping up to meet the sea green that haunted her dreams. It took a moment to pull herself out of the erotic scene playing like a movie in her mind but eventually the brunette cleared her throat and continued on her way to her regular locker in the corner.

"Miss Swan," she greeted formally with a nod in the blonde's direction.

Emma just smiled at the formalities and pushed on. "What brings you in at 7 instead of the usual 8? And where's Katherine?"

Regina unpacked her bag of her workout stuff and pushed the rest into her locker, clicking the pad lock before turning to face her… Acquaintance. "I had hoped to look into the class schedule actually, possibly broaden my horizons, so to speak. And Katherine will be here at our regular time," she said, hoping she sounded as casual as she was going for, not wanting the other woman to think it had something to do with her.

A smile beamed across the blonde's face as she finished tying up her hair in her signature high pony. "That's great!" Emma took a few steps closer so they wouldn't have to speak so loud. "So what classes are you looking at? You know, I still think one of my bodyfit classes would be great for you. You've got amazing legs, as seen on the dance floor, and the classes would really round out your biking."

The older woman's smile faded slightly. She felt bad for so clearly getting the girl's hopes up only to have to dash them. "I'm sorry, Miss Swan-"

"Emma. We've shared a dance, I think first names are a must," Emma cut in.

"Emma. Unfortunately none of the classes work with my work schedule and I won't sacrifice time with my son to come in the evenings."

Blonde eyebrows rose slightly. "I didn't know you had a son. I completely understand wanting to spend time with your kid. It's a bummer none of them work for you, but what can ya do?" she shrugged. After a pause, "But hey, I'm just about to do my own workout before my classes start in an hour, maybe you'd want to do a little one on one until Katherine gets here, no charge. I'm not a licensed physical trainer or anything but I can modify some of the exercises in my classes to work your upper body. So, what do you say?"

Regina pursed her lips in thought, clenching and unclenching her fingers around her headphones and water bottle. "I suppose I was going to do something anyway to kill time until Katherine got here, a little company might be nice."

That smile was back. "Great! Well, after you, Miss Mills."

"It's Doctor," Regina smirked as she strutted past Emma, who had frozen at her words before her grin grew again.

"Okay, now squeeze your lower abs, right here," Emma pressed the pads of her fingers just at the waist band of Regina's yoga pants, emphasizing where the stabilization should come from. "Good, keep your abs and gluts tight, and raise the bells over your head letting them touch but not bounce off each other. Then lower them again in a controlled fashion until you feel the ball with your triceps here." Another touch at the back of her arm.

Emma had Regina laid out with a red exercise ball under her shoulder blades and neck, two 12-pound purple dumb bells in her hands as she did a chest press. It looked so simple when Emma had demonstrated what she wanted the brunette to do, but it was a lot harder than it looked with having to balance on the ball while still executing the move.

"Good, three more and then we're done," came from right next to Regina's ear, the blonde squatting next to her and watching her every move, hand hovering over her lower stomach to remind her to keep her core tight.

"Should I leave you two alone?" a sassy voice quipped, drawing both women's attention. Katherine was standing a few feet away with a hand on her hip, bag on her shoulder, and a shit-eating grin on her face.

Regina moved to sit up but the hand at her waist kept her in place. She narrowed her eyes at the offending hand, then at the owner of said hand. "Finish this set, Regina, three more," Emma insisted, keeping her hand in place in case the brunette tried to get up again. She turned to the other blonde. "Hey, Katherine. She's almost done, then she's all yours. I think this'll become a regular Monday morning thing, huh Regina?"

The brunette in question huffed out her last repetition and then sat up, gulping at her water bottle. "We'll see about that, Miss Swan. I don't necessarily fancy dying so young," she said dryly, flicking her eyes to Katherine and trying to figure out what her friend was thinking.

"You didn't die; besides, you're too beautiful to die. It was fun and you know it," Emma replied. She picked up the weights in one hand and the exercise ball under the other arm and went to put them away, giving the friends a moment to exchange raised eyebrows and narrowed glances. "You're more than welcome to join us next week, Katherine," Emma offered, running her towel down her chest and around her neck before checking the time. "Well, Ladies, I've got a classes in ten so I have to go but have a great day and Regina," she called out as the pair headed toward the bike room. She waited until the brunette turned, "Thank you for the company." With a parting cheeky grin, Emma strode off to the groupX room to set up and greet her early members.

When Regina turned back around, Katherine was staring at her. "What?" The blonde just continued to stare, an eyebrow slowly rising. Finally Regina huffed. "Yes, Miss Swan was helping me with a few new exercises she thought I might want to try."

"Yeah, I can definitely see the appeal of those exercises if her hands are going to be on your body," Katherine teased.

Regina just scuffed and took long strides towards their bikes, not deeming a response worth her time. "I think I'll pass on joining you guys, give you a little alone time with _Miss Swan_," Katherine drawled in the same sexy tone Regina always said Emma's name in.

"I do not speak like that!" earned chuckles from the blonde, no other words being exchanged that morning.

**AN: Hello, lovely readers! Hope you all enjoyed this chapter and thank you for all off the favorites/follows and especially the reviews. It all means a lot to know this story is so well received. I want to give everyone a heads up now that I am a fulltime working adult, with a life, and currently moving within the next several weeks so my time between updates will vary as real life gets in the way of writing. But rest assured, I will continue and finish this story, it has too much potential and I like the characters too much to not see it through. Thanks again, everyone!**

**Xox B**


	6. Chapter 6

**Disclaimer: in previous chapters.**

"_Swan! Swa…" hacking coughs follow._

_Pale eyes flutter, trying in vain to stay open long enough to get a feel for what is going on. A groan spills from chapped lips. Something is hissing in the background to the pounding beat pulsing behind her eyes. Blonde locks caked in dirt and God knows what else shake back and forth as those pale eyes look around, blinking frantically. There's scrap metal everywhere and smoke rising from just beyond her chest. _

"_Swan! C'mon dammit, wake up!"_

_There it is again, the voice that called her from the warm light into this foul wreckage. Emma tilts her head sharply to the left just in time to see Booth struggling to lift his torso up enough to get leverage. That gets her attention. She jolts, pushing herself up on her side only to flop gracelessly back to the black earth beneath her._

"_Fuck!" she yells in anger, spitting out mud and something that tastes metallic. Emma turns more to take inventory of her own body and realizes she can't feel her left arm. There are pieces of metal and rock imbedded under the skin and blood oozes off her shoulder in rivlets. As she's watching the red rivers in horrid fascination, extra drops land at the top of her already stained shirt, not coming from the wounds in her arm or side. Though she can't feel the pain, she knows she's extremely injured. Emma lays back and rolls to her right side, pushing herself up finally and stumbling slightly from vertigo and blood loss. She hears Booth cry out again and all thoughts about her own wounds fade._

_She staggers over the 4 or 5 meters that separate them and drops to her knees in front of the man she considers a brother. Brown eyes lock on hers and she can read the fear and fatigue clearly. This is not how it's going to end for them, not on her watch. She glances down his body and notes his right leg is caught under the tail. Without pausing, she rushes over and wedges her good shoulder under the tail, bending low and pushing up with all of her might. She grunts and puffs out small bouts of air, feeling warm wetness seep down her ribs and hip, but even with all of the adrenaline coursing through her system, the tail doesn't move an inch. So much for adrenaline making people Superman._

"_Swan! It's too heavy, just help me get out from under here!" Booth calls out frantically, watching the stream of gas slowly growing larger the longer they sit there. It's only a matter of minutes before the whole thing blows._

"_Where's Garcia? And Hawk?!" Emma grabs under Booth's arms until she remembers her left side is useless. "Fuck, August, you gotta lift up so I can get you around your chest, my arm's fucked."_

_He lifts like she said and with some effort Emma's able to get under him and get a sloppy hold on his body. She wedges her boots into the dirt and pushes hard, leaning back with all of her body weight and whatever she got from the man above her. Booth yelps out in pain and after several seconds Emma is forced to relent and reset her hold, both breathing heavily. On the second try, August comes loose and lands hard on Emma, knocking the wind from her lungs and jarring her neck slightly. August rolls so Emma can crawl out from under him, before she's grabbing his arm again and leaning as hard as she can to pull the man away from the helicopter. Once she's got him sitting up against a broken tree trunk, she's dashing back towards the remains for the other two of her team. No one gets left behind._

_Pinned between the jacked up seat and gear stick is Hawk, their pilot. He's slumped over and there's a huge gash to his forehead but the blood's stopped flowing. Emma carefully climbs over debris and maneuvers her way into the cockpit to check his pulse. There isn't one. She slams her right fist onto the dash in frustration but is quick to search for Garcia. She finds him unconscious some yards away. He's battered but otherwise seems no worse for wear. Just as she gets him in a fireman's hold, she hears Booth screaming at her to run. Seconds later the whole thing bursts into flames, sending her and her charge tumbling to the ground. The last thing she sees is Booth yelling and feebly trying to arm crawl to her, all sound mute until the white edging her vision irrevocably takes over._

Emma jolted awake, face and chest flushed, panting and heaving for breath. Her brow and upper lip were beaded with sweat and she was clutching her left shoulder tightly. Green eyes took in the light beams streaming through the open blinds and shot to her nightstand. 11:07am. Shit, she'd massively over slept. Running her right hand through her tangled hair, Emma pushed the damp sheets off her legs and stumbled towards the kitchen, still holding her throbbing shoulder. She found Booth filling the coffee maker with grounds and sighed in appreciation, gaining his attention.

August turned and looked towards the hallway, frowning at the mess that met him. It had been several months since he'd seen his best friend look so haunted, no doubt the nightmares were back. Her blonde hair was sweaty and matted against her head, bluish green bags filled under her dull eyes, and she was so washed out he could make out the veins under her skin. It was a rough night.

A gravelly voice broke the tense silence, "You let me over sleep."

"Yeah, well," August turned back to the maker, pressing start, "When you were carried in by Ruby and Lacey at 3:30 dead to the world, I figured you needed the sleep. Sue me."

Emma slumped on a bar stool and let her head fall into her hands. "Shit, I bet I was a real ass last night."

"Likely," came the sarcastic retort.

Ruby, or Red as Emma came to call her, was a tall attractive brunette in her early 30's with an affinity to the color red. She had long dark hair that fell past her generous chest that she'd streaked with red, hazel eyes full of mischief, and always wore some sort of red on her person without fail. Her girlfriend, Lacey, was around Emma's height, pale skin, luscious brown hair that matched her eyes, and a sweet smile. Together, they made a gorgeous pair that complimented each other perfectly. They owned the little dive bar a few blocks down and luckily lived on the 3rd floor of Emma's building. Emma had wandered in last night just before midnight looking for company after August went to bed and evidently closed the bar down. Thank God she had such good friends; she definitely owed those girls for not letting her do anything stupid, or so she hoped (With Red it was always a tossup, she liked to see Emma embarrassed).

August pushed a fresh mug in front of the blonde, breaking her from her memories. He searched her eyes and she kept her gaze focused on the steaming cup between her hands. "They're back aren't they?"

It was formed like a question, but he didn't need an answer. So Emma just sighed again and sipped from her mug without answering. They didn't speak for the few minutes it took for Emma to drain her coffee. She stood and rinsed her mug, setting it in the drying rack and turning back to her room to change and brush her teeth. Only way to kick a hangover was to sweat it out, and that was what she intended to do. August just watched with worry clouding his eyes as his best friend slipped out of the apartment, a bit more put together but still absently rubbing at the phantom pain in her shoulder.

After dashing up the two flights of stairs (the elevator in their building was out of order, and had been for at least a year according to Red) and thanking/apologizing to her friends, Emma plugged in her headphones and took her time jogging to the park. For mid-March, it was surprisingly clear in New York, but it still required pants and a hoodie as cold wind whipped off the coast and across any exposed skin. As she turned the final corner to what she considered "her park" she noticed there were a number more cars parked along the streets around it than normal and considerably more than normal for such a chilly Sunday. Emma shrugged it off without more thought and started on her workout.

She was jogging backwards along the path and just about to turn to sprint the next 50 yards when she tripped over something that sent her to the ground with a hard _thunk_. Once again, pale eyes fluttered at the sky for a moment before Emma shook her head and cleared away the memory. It wasn't until she sat up that she saw the catalyst of her fall. A soccer ball. Blonde eyebrows furrowed as she looked around her, trying to figure out where it came from. A young boy was running over to her, a pink blush coloring his cheeks, his lips moving quickly. It took a second before Emma pulled her ear buds out, realizing he was talking to her.

The kid ran up, stopping a few feet away and breathing hard. "I'm so sorry! I tried to tell you to watch out but I guess you didn't hear me. Are you okay?"

"No problem, kid," Emma stood up, brushing off the seat of her pants and picking up the ball. She looked over his shoulder and back towards the field he'd come from. "That's quite a kick you got to end up with the ball all the way over here."

The boy ducked his head and toed the gravel under his cleats. "It kinda got away from me, sorry again."

Emma held the ball out for him and when hazel eyes finally lifted off the ground, he grabbed it and cradled it under his arm. "Thanks."

"You got i-"

"Henry! What are you doing, everyone's waiting for you?!" a smoky voice called out, and cut the blonde off.

Green eyes shot over the kid's head again and took in the imposing and incredibly sexy form of one Dr. Regina Mills striding towards them in jeans and a burgundy sweater. It was the most causal Emma had ever seen the brunette other than workout clothes; she liked it.

"Oh man," the kid, Henry, mumbled under his breath before turning to look at his mom. "Sorry, Mom, just apologizing for making this lady fall over the ball."

Plump lips pursed as Regina looked down at her son, letting a hand land on his shoulder. "Well, get going. They can't play without you."

The kid looked back at Emma with a sheepish smile and shrugged like 'what can ya do', shooting a "thanks" over his shoulder and running back to the game.

Emma smiled slightly as she watched the lanky boy go before she glanced back at the woman in front of her, dark eyes watching her already. She cleared her throat and wiped at her sweaty forehead nervously.

"So, uh… That's your kid, huh?" _Real smooth, Swan, good lord._

Thankfully Regina just chuckled at her. "Yes, Miss Swan, that is Henry."

"Right, so, um, what brings you guys to my park? Never seen y'all around here before."

Those lips Emma couldn't stop glancing at pulled into a smirk again, though warm brown eyes held no menace. "Your park? He has a soccer game here today, hence the ball you so gracefully discovered for him."

Now it was the blonde's turn to blush, realizing Regina had seen her fall just a few minutes ago. "Right, right, of course. That makes sense. I-I mean, yeah it's not mine exactly I just, just workout here each morning."

"Mmm," the brunette agreed, dark eyes watching curiously as Emma rubbed at her shoulder. Emma dropped her arm, thrusting both fists into her sweatpants' pockets. "Well, I won't keep you from finishing here."

"Oh, yeah, thanks. I-I mean, it's no problem really. I- but thanks. I'll see you tomorrow at 7?" Emma stuttered, toeing her shoe much like Henry had.

Regina smiled at the action. "Of course. See you in the morning, Miss Swan."

"Emma!" the blonde corrected automatically, causing the older woman to look over her shoulder and just smile as she made her way back to her son's soccer game.

Emma turned and kicked at the ground petulantly, frustrated that the brunette had flustered her so much. She was never that worked up when they worked together at the gym or she saw the older woman in the locker rooms; usually she was the one getting the brunette's tongue tied in knots. But she hadn't been expecting to see Regina at the park of all places and with her head in the clouds from her dreams, she'd been totally taken aback. That's all it was, she was just surprised. There was no other explanation for her ridiculous actions. Emma sighed again before jamming her ear buds back in and picking up where she'd left off. No use lingering over her embarrassment.

She'd passed the game a few times during her running circuit, straining to catch sight of the little boy who'd charmed her so. Emma wasn't one for kids generally, she'd made an effort to stay away from them as much as possible once she was out of the system, but there was something about those light brown eyes and charismatic smile that won the kid in her favor. As she was sitting down stretching, a shadow fell over her form. Emma looked up to see those same light brown eyes beaming down at her.

"Hey, Henry, right?"

The little boy lit up with a smile. "Yeah! And you're Emma, Mom's trainer."

Emma laughed a bit at that. "Well not exactly but something like that. What's up, kid?"

"Mom and I were wondering if you wanted to get lunch with us. Mom even promised me a milkshake 'cause I scored another goal!"

"Hey, congrats, kid. That's pretty awesome!" The blonde stood again and gathered her things. She was startled to see Regina standing next to Henry when she turned back to him. "Dam- dang, woman. Snuck up on me there."

Henry giggled while his mother looked less than pleased at the near slip up and was glaring at the blonde. Emma's smile faded a bit at that and she cleared her throat, shouldering her bag. "So I hear there's food in my future, shall we?" Henry skipped ahead cheerfully, happy to let the adults talk or do whatever it was they did.

"Henry, go wash up before your food gets here."

Henry huffed but did as he was told, sliding out of the booth and leaving the women alone for a few minutes.

"Sorry about my lack of hygiene, this isn't how I usually look. I wasn't really anticipating seeing anyone while out, let alone getting food," Emma fiddled with her napkin, tearing small pieces off anxiously.

"Considering what you were at the park to do, I think I can let it pass this time," the brunette gave a teasing smile. "Besides, Henry's not much better than you are right now. He may not play all that much but he sure smells ripe when he's done."

That brought a smile to pale lips. "Yeah boys always find a way to smell even when they do nothing all day. I was watching him out there. He's not great with ball handling or coordinating his feet but he's got good aim."

Regina hummed in agreement, taking a sip from her iced tea. "Sounds like you are speaking from experience."

"Hmm? Oh, I, uh, grew up with a few boys. They actually got me into soccer but they always smelled like ass each afternoon we'd go in, not my favorite memory," she spoke distractedly. Emma looked around the small diner they'd come to. She'd never been there before, even with it being only a mile or so from her apartment, but it was nice. It had a small-town, homey feel to with the deep red booths and lacquer table tops and counter near with the register manned by a graying older woman. The laminated one-sheet menus tucked behind between the condiments and only a few wait staff was nice finishing touches. They had only been seated a few minutes before but if the food held up to how good it looked on other customers' tables, Emma was bringing August back here sometime soon.

A throat cleared, bringing green eyes back into focus sharply. "I didn't take you for one who had such a late start, Miss Swan."

Emma gave a small smile, her eyes tightening slightly at the corners, "I'm not usually. Had a late night and overslept my alarm. It doesn't happen often but I guess today's an exception. It's the only day I don't have a class during the week so it's not a big deal."

"Ah, hot date I suppose?" Regina asked, semi-casually, though Emma could read between the lines. Or at least, what she assumed was between them.

"Nah. Just got caught up with friends. It's been a long while since I've been with anyone, last girl kinda turned me off the dating scene a bit." There was a pregnant pause, both women sipping from their beverages, and Emma cursed her loose lips for outing herself so quickly. Sure she was flirty with the woman but she'd never outright stated she was into the fairer sex. _Quick, change the subject before it gets awkward! _"Uh, how 'bout you? I mean, where's Henry's dad? I-if you don't mind me asking. You don't have to answer or anything, I know that was rude. God, I'm sorry." The blonde's face warmed up with a blush and her fingers went back to tearing her napkin and paper placemat. _Not quite the topic change we were looking for, Idiot._

It was a few moments before the brunette spoke again, her eyes unfocused and hazy. "His father died when Henry was a toddler. Brain cancer. Katherine tried setting me up a few times but all of them went down in flames so I've sworn off blind dates. Since then it's just been me and Henry. He's the only man I need in my life." Just then Henry's little face popped up and Regina stood up so he could slide in. "Isn't that right, Henry?"

"Huh, what?" the boy looked up from the dragon he was coloring on his placemat. "Oh yeah, Mom says I'm her prince and she doesn't need another king after my dad." He shrugged after receiving matching smiles from both women and went back to his drawing.

Emma was quiet for a while, using the excuse that their food had arrived to get her mind around that little tid-bit. Regina had been married. Or at least had been with a man, as made obvious by the kid sitting across from her guzzling a caramel milkshake with gusto. She hadn't mentioned a gender when she said Katherine set her up on dates, just that they had been horrible. _I wonder if that was on purpose… _Emma was jostled out of her own head when Henry spoke up.

"So if you're not my mom's trainer, what are you? Like what do you do?" It was an innocent enough question, with a complicated answer.

The blonde took a bite of her bacon cheese burger, extra bacon, and took the time chewing to figure out how to answer him. Those big brown eyes, so much like his mother's, were gazing curiously at her and she felt like he could read her very soul. "Well… Right now I just teach different classes at your mom's gym." There, that wasn't a lie.

"Okay, but she never mentioned you before just a little while ago so you weren't always working there or she'd have mentioned you sooner."

Emma laughed a little uncomfortably. "You're pretty observant, kid."

"I'm intrigued as well, Miss Swan. What is your profession?" Regina added her two cents, putting her fork down next to her salad and clasping her hands together on the table, leaning in slightly.

Now Emma had two sets of piercing brown eyes reading into her every word. She swallowed thickly, taking a large gulp of her water, before trying again. "My technical position was Aviation Survival Technician; I flew in a helicopter. But my title is Petty Officer Swan, technically."

A dark eyebrow rose and young eyes lit up when she finished mumbling to the table.

"So you're in the Military?" Henry asked, his excitement in her career overshadowed the last of his milkshake.

"US Coast Guard, but yeah. I'm not anymore but I was for a long while down in New Jersey." Emma looked away, trying to collect herself; the memories of her last day were still fresh in her mind. When she glanced back, she could see the questions swirling in Regina's eyes so she was surprised when the older woman kept her mouth shut, going back to spearing some greens with her fork.

"Any new projects in school, Henry?" Regina was clearly feeding off Emma's discomfort and was obviously trying to change the subject before her son got too invested, for which the blonde was immensely grateful.

"Not really. We have our field trip to the Mint soon though."

Taking the bait and running with it, Emma kept up with questions. "What's your favorite subject?"

"Language Arts. I really like reading and writing. It's like getting to live in a different world for a while. I hate math, though. I'm not very good at dividing big numbers."

"I sucked at math when I was your age too, kid. But when I was a little older, I had a teacher who taught me some tricks to make things easier to remember. And then it was like no big deal anymore. Maybe someday I'll show 'em to you."

Henry smiled, "Yeah, thanks!"

When the trio was done eating, they all gathered their coats and went to the register together. Emma tried to pay for her own meal, stating she had the money and didn't want to put them out. But Regina insisted; they were the ones who had asked her to join them and it was their treat. After some playful back and forth, Emma relented and walked them back to Regina's car.

"Thank you for lunch, Regina," Emma said quietly, shoving her hands back in her pockets. "I, uh, guess I'll see you in the morning for real this time."

The brunette leaned against the open driver's side door and just looked at Emma for a moment, dark brown eyes flitting back and forth between green, almost as if debating something mentally. She glanced in the back seat to see Henry had pulled out his GameBoy and was preoccupied. Then the brunette took a step forward, closing the distance between them, and pressed a kiss to Emma's cheek before stepping back.

"It was lovely, Emma. I will see you tomorrow."

For a few minutes Emma stood on the sidewalk, watching the black Mercedes weave its way through traffic. It wasn't until some asshole bumped into her and broke her gaze that she was even cognizant of her fingers ghosting over the skin Regina's lips had touched. It may have started shitty but today was a great day.

**AN: Yay longer chapter! I actually prefer this length than shorter (especially when reading) but it won't always be this way. I know this was a longer break between updates and I would apologize but I already forewarned you all it was likely to happen so I won't. But I will thank you sincerely for reading and encourage everyone to take a few seconds to leave me a line of what you liked, what's working for you, what you'd rather see. All input is important. I write for myself but I like to make others happy as well so if there's something I can do differently and still be me I will. Thanks again for sticking with me!**

**Xox B**


	7. Chapter 7

**Disclaimer: in previous chapters. (And as a Guest pointed out: I have no idea what color Lacey and August's eyes are, clearly, so I apologize for making green and blue eyes brown, respectively. And Ruby's green eyes hazel- though that wasn't mentioned. My bad!)**

Regina huffed for possibly the tenth time in five minutes, stomping her 4 inch Jimmy Choo into the hardwood and making an about face to start her trek back across the den. She clenched her fist around her cell phone, raising it to her pursed lips and thumping it in time with her steps. With a pause, she extracted the phone and started scrolling down her contacts for the third time. Just as she was passing the D's it started vibrating, Tchaikovsky's "Solemn March" blasting through the small speakers and starting Regina's heart double speed with surprise and dread. After collecting herself and smoothing a few loose hairs away from her face (though no one was around to see her less than pristine demeanor, it was habit), she took a deep breath and slid the green button across the screen.

"Hello, Mother," Regina greeted in a bland tone.

Her mother tsked on the other end of the line. "Is that any way to greet your mother? How are you, dear?"

"I am fine, Mother. As is Henry. Was there something you needed?" Regina supported her arm holding the phone by crossing her other across her torso and leaning her hip against her desk. She really just wanted this weekly phone call to be over with already.

"Regina Beauregard Mills, do not speak to me that way! I know I raised you better than this!" Cora snapped.

Regina sighed, deflating into her chair behind the desk, and cringed at the middle name she despised. "I'm sorry, Mother. I have a lot of things on my mind at the moment and was about to make arrangements for a dinner event I am required to attend early next week so you took me at a bad time."

Cora's tone seemed to soften, though Regina knew it was all a façade. It always was with this woman. "I understand, dear. I apologize for catching you when you are busy. I _am_ happy to hear you are getting out and socializing some instead of always stuck in the stuffy lab of yours." She spoke as if Regina lived in her office 24 hours a day and never saw another human being besides her son. So what if she wasn't the most sociable person, Regina had a life outside of work! Sort of.

"Yes, Mother, well your wishes are coming true. Many potential grant suppliers and perspective donators are supposed to be there so I am sure it will be all you would expect. Only the best of the elite, I'm sure." Regina closed her eyes and rubbed at her temples, the beginning of a migraine ebbing at the corners of her vision and pulsing with the emotion vein on her forehead.

"That's good, dear. Glad to hear you are doing something right for once," Cora dismissed casually; obviously distracted with something else Regina couldn't see.

"Yes, because making breakthrough prosthetic limbs is certainly not _right _enough for you," Regina mumbled under her breath. More clearly she changed the subject, "How is Daddy?"

"As well as can be expected at his age, I suppose. He's still visiting that homeless youth shelter he insists on funding. God only knows what diseases and germs he picks up from that filth. But you know how your father is."

Regina hummed in agreement, a small smile playing at her lips as she thought on the stout, graying man.

Henry Mills Sr. was a noble man, much too soft spoken and kind hearted to be stuck with a frosty woman like Cora Beauregard. But they were both born to wealthy families in the Hamptons, Henry's family of new money and Cora's of old, and it was expected of Henry to wed a well-to-do woman so he was stuck with Cora. Somewhere in his heart, Henry knew he loved Cora. There were snip-its where she thawed some and let him in a few inches before the walls came slamming back down around what passed as a heart. But it was never enough and he had started to lose hope of ever being happy. When Regina was born a few years after their marriage, inspiration struck and he started taking on more projects around the lower socio-economic communities. The birth of his daughter brought the birth of a generous movement by Henry Mills, and his money was well spent on The Community, a shelter for homeless youth that helped keep them on the straight and narrow while giving them a place to call their own, and the Parkhill Community Center that he brought out of bankruptcy and renovated into one of the nicest centers on that side of the city. Regina grew up in the Mills mansion eating off of her silver spoon but worked summers and weekends volunteering in the shelter and giving horseback riding lessons at the center until college. Henry never let her forget where their family came from a few generations back, and it was something she instilled in her own son as well.

Regina sighed, not wanting to hear another rant. "It makes him happy, Mother. And it looks good for the Mills family name; you know that as well as I do."

"Yes, well that is about the only reason I allow him to continue those foolish notions," Cora snipped, clearly done with the line of conversation. "Well, Regina dear, I was just checking in but I won't keep you from making plans for that dinner any longer. Give our love to Henry. I'll tell Maria to make extra when you both come up next month." And with that the line went dead in Regina's ear.

Looking at the blinking time stamp under her mother's name (because she certainly was not titled 'Mother' in her contacts, Cora would never allow that), she mumbled, "Love you, too," and tossed her phone on the oak desktop.

The brunette let out a great sigh and let her head fall on to her crossed forearms. Speaking with the matriarch of the Mills family was never a pleasant experience and nearly always drained her emotionally until she was reduced to the timid child she was under her mother's thumb all those years back. It was why Regina would not let her father help her financially through graduate school. Cora didn't need any more leverage to hold over her to make her bend to her will. Cora may not have be partial to her career choice, preferring her 'darling daughter' to become a hot-shot lawyer or CEO, but she had to acknowledge that Regina was well known and respected in her line of work, and anything that reflects well on Regina reflects well on her mother.

"Hey Mom?" Henry called, coming around the corner into the den.

Weary eyes slid open and Regina propped her chin in her hand. "Yes, dear, what is it?" She cringed inwardly at the pet name for her son. _Like mother like daughter._

"I'm hungry. When's dinner going to be ready?"

Regina glanced at the clock next to her laptop and sighed again. She was hoping to make that phone call before starting dinner but, as it was already after 6, it would have to wait until after if it was still early enough. The brunette pushed herself away from her desk and stood, reflexively smoothing her dress slacks of any wrinkles, and rounded the desk.

"How about you help me, and it'll be ready faster? How do you feel about pesto pizza tonight?" Regina asked, wrapping an arm around Henry's bony shoulders and leading them to the kitchen.

"Pesto pizza? Yes! Do we have the sun dried tomatoes, too?" Regina just nodded and smiled, her son's chatter about his day at school and what new things they'd done filling the large kitchen area as she slipped a few Motrin and they got the ingredients for dinner together.

"Thanks for dinner, Mom, it was awesome as always!" Henry called down the hallway as he slipped out of the bathroom and started across the hall into his room, freshly showered and dressed in pj's.

"Of course, Sweetheart. Finish up any extra homework before reading, okay? And only two chapters tonight before lights out." Regina headed towards his still form and bent slightly to press a kiss to his forehead. "Good night, Henry."

"I finished it at Nick's earlier and okay. Night, Mom." He returned a kiss to her cheek and she smiled as she watched him get into bed with his current novel of choice; he was such a book worm, took after her in that respect. Regina knew it wouldn't be long before displays of affection stopped coming so she soaked up and cherished all the hugs and kisses her little boy showed her way.

With one last glance at her son, Regina turned and headed back to her study, determined to make that phone call. It was only just after 9pm, certainly not too late to call on a Thursday, right? So shaky fingers scrolled through her phone contacts once more that evening and finally hovered over the ten numbers she'd been staring at since Katherine gave her the bad news two days ago.

"I was looking through my email earlier today and realized I hadn't put in our orders for the dinner selection yet. They didn't give many options this year so I just selected the prime rib and a side salad for us both. Will that be alright with you?" Regina tucked her phone between her ear and shoulder as she finagled her key ring to get to her apartment key, turning the lock with a satisfying click.

There was a pause on the other end before an answer. "Well, see, the thing is I won't be able to be there," Katherine spoke quickly, hoping to treat the event cancellation like a band-aid and just rip it off.

A thunk, clatter, and rustling was heard as the brunette dropped her purse and keys on the entryway table and picked her phone back up properly. Like if she could hear better maybe what she thought she heard would be incorrect and just her mind playing tricks on her. She cleared her throat anxiously, "Say that again, Mrs. Nolan?"

Katherine flinched. When her best friend last named her, she knew she was in trouble. "Look. Anderson booked several people from the hospital like a month ago to go to a convention in Boston starting this weekend. Whitney came down with Strep and Anderson wants a rep from every department at this thing so the next logical choice was to ask me to fill the Pediatrics slot since I'm next in seniority. What was I supposed to do, Re? Tell the Dean of Medicine, 'Oh sorry, can't make it to this important medical convention, my best friend needs a plus one to some dinner event'?" the blonde finished, exasperated.

"Well, no, obviously not, but what am I supposed to do now? You know I hate going to these events, and absolutely loath going alone. I haven't gone without you since Daniel!" Regina was starting to pace the hallway as she worked herself into a tizzy.

"I know, Re, and I'm sorry. If there was a way out of this I would be there for you, you know that. Maybe see if one of Henry's friend's parents would want to go with you?"

Regina scoffed, "I hardly speak with any of those idiots beyond ensuring Henry will be safe with them. And don't even get me started on the parents from soccer; that's just insulting."

Several seconds passed. "Okaaaay," Katherine drew out, clearly trying to think of alternative dates for her best friend. Then it hit her. "Well, what about Emma?"

The brunette didn't miss a beat, "What about Miss Swan?"

God, sometimes Katherine wondered how a woman as smart as Regina could be so clueless. "Why don't you ask Blondie to _accompany_ you? I'll bet she'd jump at the chance like a puppy with a dog treat!" she teased. Katherine knew of Emma's attraction to her friend, hell anyone with eyes could see it- besides the object of said attraction, but she also knew that Regina was a tough nut to crack and the blonde was going to need help pushing her in the right direction.

Regina gasped, shocked. "Absolutely not! Why on earth would I ask Emma Swan to a fancy dinner event for the company? Just because she helps me with workouts and we trade smiles and hellos does not a friendship make. Are you mad?"

Katherine just laughed, shaking her head at her friend's denial. "Well then, hun, you're on your own to find a plus one. I've given all the ideas I could and you've shot every last one down. But you'll figure it out, you always do! I've gotta go pack, my flight leaves in the morning. Love ya!" With a cheeky smack of her lips in an air kiss, Katherine disconnected the call, giving Regina some much needed time to mull over her dreadful options.

Regina huffed as she thought back on the blonde who had ditched her, well not quite ditched but still left her, to deal with this mess alone. She had already planned to have Henry staying over at his friend's house that evening so childcare was settled. Now all she needed to do was buck up the courage to make this last call and pray to whatever God would listen that the ends were in her favor. If not, she wasn't sure what she was going to do. With a final deep (and, hopefully, calming) breath, she let her thumb hit the 'phone' icon.

A voice answered on the third ring, light music of some kind filtering in the background. "Hello?"

Regina cleared her throat, "Yes, hello, Miss Swan, I hope I am not interrupting anything."

"Regina, hi. No, I'm surprised to hear from you. When I gave you my number I honestly never thought you'd use it," the blonde chuckled awkwardly and Regina could just picture her rubbing at the back of her neck in embarrassment from the truthful over-share. "Um, how are you?"

"I'm doing well, and yourself?"

"Yeah, I'm good. Thanks."

Several beats passed, to the point that the quiet started to get a little awkward.

"So, uh, why- I mean, if you don't mind me asking, why are you calling me at 9:30 at night on a Thursday?" Emma asked in her charming, bumbling way, bringing Regina back to the reason behind her call in the first place.

"Right, yes. Well, every year or so my company holds a dinner event that we all must attend. There are speeches and schmoozing, pretentiously dressed men and flakey women, and incredibly expensive dinner portions that are hardly filling. All in an effort to kiss ass and bring in more funding for research and projects. It's nearly torture but ultimately necessary considering those pretentious men and women pay for what we do every day." Regina snapped her jaw shut with an audible click when she realized she was rambling like a nervous fool.

When she didn't continue, Emma tried to fill the silence, "That sounds… Interesting, but what does this have to do with me?"

"Mrs. Nolan, er Katherine, is always my plus one to these types of events as I am hers when her husband David is out of town, but she's been called away to a medical convention last minute and-"

"And now you're in need of a dinner date and so you called me," Emma cut in, the slightly smug smile on her face evident in her tone.

Regina scowled. "Yes, well my life doesn't leave much time for joining the PTA and running Boy Scouts to gain friendships, Miss Swan," she said crossly.

A laugh filtered through the phone, smoldering her simmering anger quickly. "No need for attitude, Dr. Mills, I was just givin' ya a hard time. I'd be happy to go to this dinner-presentation-fund raiser thing with ya. Just tell me when to be ready and where to pick you up."

"You wouldn't need to pick me up, Miss Swan, I am more than capable of driving myself," Regina was quick to correct.

"Sure, but if I'm going to be your date, we should probably arrive together, for appearances sake if nothing else, right?"

She had to concede the blonde had a point. "Fine, but I'm driving."

"Great, I'll text you my address when we hang up. So when's this thing and is there a dress code?"

"Monday evening, I'll pick you up at 5. And yes, it is a formal event. You do own more than shorts, jeans, and tank tops, correct?" Regina questioned 'innocently'. Her lips curled into a smirk when she heard the mock gasp of outrage on the other end of the line.

"Of course I do! You know firsthand I at least have one skirt," Emma reminded her.

"Hmm, that's true."

"I'll figure something out. Monday at 5. I'll be ready. Are we still on for our morning session that day even with Katherine out of town?"

"I'm not going tomorrow but I'll be in Saturday and Monday and usual."

"Alright, well then I guess I will see you Monday if not earlier, Regina," Emma prepared to end the call.

"Indeed," her smoky voice agreed. After a beat, Regina spoke again, "And Emma? Thank you for doing this."

"It's my pleasure, Regina. Have a good night."

"Good night."

Regina had just shut her bedroom door for the evening when her phone lit up with a notification.

Emma Swan (9:47pm): 827 Ridgeway Ave Newark, just call once here. Sweet dreams beautiful :)

**AN: Apologies for the delay in updating. Will warn you all again that this is likely to be normal timing at least for a while as my life right now is a crazy fucked-up swirl of madness. But hope y'all enjoyed and thank you again to everyone who has followed, favorited, and especially reviewed so far. **

**Xox B**


	8. Chapter 8

**Disclaimer: in previous chapters.**

"Wolf Pup, come in here please!" Lacey called over the door.

"Sure thing. Ya know, there is this little negligee thing that y- Oh wow. Christ, you look like a girl!" Ruby froze, letting her bright eyes track from the flowing green gown up to the mess of blonde curls hardly tamed by a pony tail.

"Hey!" Emma huffed, folding her arms over her chest and scowling at her friends through the floor length mirror.

"What? If I hadn't seen you so many times in only a sports bra and running shorts, I'd hardly believe you even had boobs," the taller brunette shrugged, unapologetic.

Lacey smacked her girlfriend in the stomach but didn't try to hide her smile. Emma just tightened her arms over her modest B cups and pouted petulantly.

"Well, it's not like you've got any more than me, Red."

Ruby wrapped her arms around Lacey from behind and rested her chin on her shoulder, smirking at her friend's immature come back. "Sure, but I've got 'legs for days' that more than make up for it." The shorter woman in her arms just nodded, "mhmm"-ing her agreement, taking the moment to appreciate said legs.

Emma gave up, throwing her arms up and turning back to look at herself in the mirror, her nose wrinkling in distaste. "Fine, whatever. Not everyone can be as well endowed as you both. Um, Lace, I don't think this'll work."

The girl in question sighed but untangled herself from the woman behind her. "Alright, well hurry up get out of it before you rip something and we have to buy it anyway. I'll go look for something a bit more… 'you'," she gestured to all of Emma, now standing in just a simple bra and cheekies, making fair skin tint a rosy pink.

"You just gestured to all of me."

"Yeah, I know."

"Thanks, Lace."

"Mhmm," the brunette hung the dress on its hanger and pushed up on her toes to press a kiss to Ruby's cheek before heading back into the department store.

Emma watched the two women exchange such simple and intimate gestures with something akin to longing. She wanted someone to look at her the way Ruby looked at Lacey, like she was the only thing in this world worth living for. She wanted to feel loved and cared for like Lacey loved and cared for Ruby. Their love was seamless and it almost looked easy. If Emma didn't know different, she'd have thought they both just fell into a perfect relationship. But she knew that it hadn't been all rainbows and unicorn kisses for them. Ruby was a drugged-out party girl when Lacey met her one night at a club, so fucked off her ass on ecstasy and cocaine that she hardly even remembered that night, sadly. And Lacey wasn't in a much better place, dealing with a huge betrayal from her newly ex-fiancé, the cheating bastard. What started as fuzzy, disoriented, anger-fueled a one-night stand ended up being the one night that saved their lives. It was the kind of stuff fairy tales were made of and romantic comedies were written about. Finding love in the most unexpected places and with the most unexpected people. And Emma was damn tired of waiting for it to be her turn to have that love. Any love, really.

"Woohoo, Emmaaaaah!" Red stood, waving her hand in front of light green eyes frantically.

The blonde blinked, jerking her head away from the flailing limb. "Dude, where'd you go? I've been trying to talk to you for, like, 2 whole minutes."

Emma folded her arms over her chest again and sat on the little seat built into the corner of the changing room, looking down at her naked legs. "Sorry, just got caught up in my head I guess."

Red raised an eyebrow, clearly not believing the brush off. She kneeled in front of the blonde, placing a warm palm on her knee. "What's going on, baby face?"

That made Emma's face scrunch up. "I hate that nickname, it doesn't even make sense. I'm 2 months older than you."

The brunette raised both eyebrows, hazel eyes staring hard at the blonde until she glanced up and flinched at the knowing look. "Stop deflecting."

"I just," Emma sighed, dropping her head again, "I see you and Lacey together and I just want that. I want that love and companionship. I want someone there, unconditionally. No one's ever been there for good and I'm tired of always being on my own. When's it my turn to have someone? Haven't I been through enough yet to deserve it? Am I not enough for someone to stick around? I know I'm not perfect, I know I'm fuckin' damaged goods, but I didn't think I was fucked up beyond the attempt of fixing." Everything came spilling out of her and to Emma's embarrassment, silent tears tracked down her cheeks, splashing on her bare thighs.

Ruby pressed two fingers under her chin, tilting Emma's head up and forcing watery eyes to meet hers. A sad, small smile graced her lips as she brushed away the few tears from her friend's face. "You are an amazing person, Emma Swan. While Lace and I may joke with you about shit, you are honestly beautiful, practically angelic, really. But more than your physical attributes, you are such a beautiful soul. You are loyal almost to a fault, incredibly trust worthy, far more intelligent than you give yourself credit for. And your big heart is so full of love that you stupidly let yourself give it to people who don't deserve it. Nothing in love makes sense, Em. No matter how hard the human race tries to understand it, we can't and there's really no point trying. Some people are lucky and find who they are meant for when they're hardly old enough to know what it means. Some people wait a life time for it. But no matter how long it takes, do not ever think you don't deserve love, Emma. Your person is out there, and you'll probably find her when you least expect it. Don't give up on yourself. Okay?"

During Ruby's little speech, Lacey had come back in the dressing room with something new for Emma to try but stayed silent as she caught on to what her lover was saying. She watched as the blonde listened to Ruby's words, eyes flitting all over her face, looking for the lies and deception she was sure would be there under the kind words. Kindness never came without a motive for Emma. Lacey knew she'd been burned far more than any one person should in a full life time, and she didn't always know how to take positive comments directed her way. Lacey just hoped and prayed to a God she didn't believe in that Emma would see how sincere Ruby was. They had spoken not long before about Emma and this new mystery woman she'd mentioned a few times. Neither woman knew much about the mystery brunette, or if she was the one for Emma, but they both secretly crossed their fingers that their friend had finally found that love. Only time would tell.

Emma sniffed and wiped at her nose with the back of her hand. She took a few deep breaths to recollect herself before trying to speak. "Yeah, patience has never been my strong suit. Sorry for getting all emotional on you guys," she gave a weak smile to Lacey, alerting Ruby to her presence. "Guess it was just kinda getting to me a bit."

Ruby squeezed her knee once more before standing up and grabbing the blonde's hands to bring her to her feet as well. Before Emma knew what happened, she was surrounded by the smoky, spicy warmth of her friend, long arms wrapped around her back and dark hair brushing at her face. It took a moment, but Emma slowly raised her arms to return the embrace and tucked her head into Red's neck. After several seconds, the blonde loosened her hold and started to squirm.

"Uhh… Red? Kinda naked here."

The taller woman just squeezed her tighter once more before letting go and stepping back next to her girlfriend. Emma blushed, looking down and rubbing at her scars.

"Thanks for the pep-talk, Red. I love you guys."

"We love you, too, Ems," Lacey piped up. "Now try this on, I think it's exactly what we've been looking for."

"Yup, it's perfect!" Lacey declared from the doorway. "Now let Ruby do your makeup quick so I can get a picture," the petite woman squealed like a mother sending her daughter off to the prom.

Emma just rolled her eyes and turned back to the mirror, straightening her violet vest and smoothing a few wrinkles in the white button down underneath. She sat in her desk chair to fasten the same heeled sandals she'd worn the night she danced with Regina before finally sitting still and letting Red work her makeup magic. Ten minutes and a few choice words later, Emma was ready for her evening with Regina. She really hoped that her attire was up to scuff, never having been to a black tie event in her life. God knows how the doctor would reprimand her poor choice in clothing if she didn't see it fit. _Maybe she'd pin me against the door and demand to strip me of everything while she picked what I could and couldn't wear. That's one punishment I'd be more than okay with. _

"Oh, God, she's fantasizing again. C'mon, hun, let's go before she creams her pants." Red's voice snapped Emma out of her daze, cheeks instantly blazing. Lacey smirked and laced her fingers with her lover's, leading her to the door.

"See you later, August!" she called down the hallway, earning a muffled acknowledgement. She turned to Emma. "Just relax and have a good time," Lacey advised, pressing a kiss to the blonde's cheek before readjusting the fedora on her head.

"Thanks again for your help, guys. I don't know what I'd have done without ya," Emma responded bashfully, walking with them to the door of her apartment.

"Eh, probably shown up in skinny jeans and a tank top," Red shrugged, winking at her friend.

Emma pushed the taller woman, "Get outta here, she'll be here any minute. I'll call you later once I'm home with details."

Both women laughed but made their way towards the stairs. Emma closed the door, clicking the lock into place, and made her way into the kitchen. A little liquid courage was needed to handle what she was sure to be a very long night.

Regina Mills (4:58pm): I am outside, Miss Swan.

Emma rolled her eyes when she felt the text vibrate in her fitted dress slacks. Even in a text message Regina Mills had proper grammar and still wouldn't call her by her first name. _That is going to change tonight._ Quickly finishing off her Jack and Coke, Emma grabbed the blazer Ruby was letting her borrow and slipped it on. After popping her head into August's room to tell him she was leaving and get the final approval on her outfit, Emma pocketed her phone and locked the door on her way out. Regina's sleek Mercedes was idling next to the curb, a reminder to the blonde just how out of her league this night, and this woman, truly was.

Once Emma had slid into the expensive leather seat and buckled up, she let herself take in what she could see of Regina's outfit. And she was amazed to find that they matched, almost like they'd planned it that way. The brunette was fitted in an elegant black gown that shimmered under the faint light filtering in from the street lamps. Some sort of jewel studded the hem of her dress, drawing Emma's eye to the ample cleavage tastefully on display. The simple silver chain and diamond around her neck matched the dangling earrings just peaking from beneath coifed brown locks, accenting the black perfectly. Emma glanced in the back seat to see the small black clutch and shawl that matched as well.

"Damn, we match," she breathed out, almost without meaning to speak it aloud. When dark eyes glanced to her, she coughed slightly. "I mean, we do, but you look amazing. You are beautiful," Emma gushed, not quite catching herself before letting that last part slip and blushing immediately.

Plump lips quirked up in an amused smile. "Thank you, Miss Swan. You look rather dashing yourself. I must say I'm rather surprised by your choice. I thought you said you'd be wearing a dress tonight."

Sea green eyes shot down to her pant suit, fiddling with the tip of the skinny black tie that poked out from under the vest when she sat down. "I- I was but, is it not- is what I'm wearing… okay?" she asked, voice small and refusing to look at the other woman.

When they reached a red light, Emma watched Regina turn to look her over once more from the corner of her eye. She held her breath, waiting for inevitable chastising for not doing this one simple thing right. It never came.

"You look very nice, Emma. I am pleased to have you escort me tonight," Regina spoke softly, letting Emma hear the sincerity in her voice.

The blush returned to Emma's cheeks but a shy smile came with it. When the light turned green, the brunette turned back to the road but she, too, had a smile on her face. Light jazz filled the car and the rest of the drive was made in comfortable silence and stolen glances.

Emma's face went slack as they pulled up in front of the hotel the dinner was being hosted at. Bright flood lights lit up the front of the Monaco Resort and Hotel while finely dressed men approached cars and opened doors. This place was fancy. The click of her door being opened broke Emma's daze. A young man in a burgundy suit had opened her door, a look of confusion crossing his features as the blonde stepped out of the vehicle and brushed past him, by passing the hand he held out offering assistance. Emma rounded the car quickly but not quite quick enough to get to the driver's door first. Another valet already stood opening Regina's door but Emma squeezed passed him and offered the brunette her hand instead, earning more confused looks. Regina's confusion melted slowly into shy acceptance as she slid her warm hand into Emma's. Once the older woman was standing and had handed her keys to the silent valet, Emma tucked the brunette's hand into the crook of her elbow and started leading the way towards the front doors, hardly aware of the few flash bulbs capturing the guests of the annual event.

Regina already gave her the rundown of how the evening would commence so Emma knew what to expect, for the most part. It was almost 5:30 pm when they arrived with drinks and small appetizers available while 'schmoozing', dinner was to be served at 6:30 pm followed by dessert, and then a few select speakers would start presenting sometime after 7:30 pm rounding out the night. Of course that made Emma curious but it seemed luck wasn't in her favor as the brunette was not one of the presenters that evening. When the pair made their way into the grand ballroom, the evening was already underway. A waiter walked by, pausing next to the women so Emma could grab two champagne flutes before the first of many guests called Regina's attention. For the next hour or so, Emma was introduced to several of Regina's colleagues as 'her friend' and simply 'Miss Swan' to her superiors and potential donators. She didn't pay it much mind, knowing that this night was for the doctor, not her. Emma, for her part, stayed mostly silent, only speaking when spoken to directly, and contented herself with watching Regina in her element. The blonde could tell the doctor didn't enjoy these events, pimping herself out and having to talk up her work, but there was an innate elegance and grace that Regina held when interacting with high-end society that belied the likelihood that this was common place for her. It made Emma wonder about Regina's childhood. She'd never heard the brunette mention her parents before but it wasn't something that came up during their Monday workouts, so she wasn't sure if they were even still alive. It struck Emma suddenly that she really didn't know much of anything about this woman before her.

"I'm surprised to not see Dr. Nolan with you this evening, Regina. Who might this be?" An older gentleman in a dark suit with greasy hair falling to his jaw line and leaning on a cane approached the par as they were mingling near the bar getting refills.

A warm hand on her back brought Emma out of her inner rambling, having tuned out most of the conversations around her as white noise. She glanced first at the brunette, and then followed her eye line to the man standing behind them. The hand fell away as she spoke. "Miss Swan, meet Mr. Gold, one of the board members at Eschen. He oversees most of the advertising and marketing aspects of the company," Regina stated matter-of-fact, voice tight.

Green eyes peered at her date quizzically before turning her sight back to the slim man in front of them. Emma switched her Jack and Coke to the other hand and wiped the perspiration on her slacks (in what she hoped was a discrete manner) before shaking Mr. Gold's hand. "Nice to meet you, Mr. Gold, I'm Emma Swan."

The seedy man's smile sent a small shiver down her spine, "The pleasure is all mine, dearie. Excuse me if this seems rude, but I haven't seen you around these events before. Regina here usually brings Dr. Nolan with her. Are you a doctor as well?"

Emma shifted anxiously, wiping her hand again and taking a sip of her drink. Before she could respond, a smoky voice interrupted. "Katherine is at a conference this week so Miss Swan graciously decided to accompany me this evening."

"Hmm," the slim man looked between both women thoughtfully, a glint in his eye Emma couldn't decipher but certainly didn't like. "I see. And what do you do, Miss Swan?"

Clearing her throat, Emma spoke with a surprisingly steady voice. "I am an Aviation Survival Technician on the H-65 with the US Coast Guard out of New Jersey."

That seemed to surprise the man as his eyebrows rose slightly, though the smirk never left his lips. He turned to the brunette who stood rigidly by her side. "Well, this has certainly been a pleasant surprise. Enjoy your evening, ladies. And tell Cora I say hello, Regina." With that he hobbled off to greet another cluster of people.

A deep sigh caught Emma's attention and she watched Regina's form slump as she leaned against the bar top looking thoroughly drained. Emma stuck her hands in the small front pockets of her slacks nervously. "Well, he was a ball of sunshine," she said sarcastically.

A chuckle erupted from the brunette, relaxing the stress lines around her mouth and eyes and making her look five years younger. "Yes, Mr. Gold is an old family friend, I guess you could say. He's not the most amicable of people and rarely approves of anyone so don't take anything he says to heart."

With a shrug, Emma brushed it off. "Wasn't planning on it. Wasn't planning on taking much of anything anyone here says to heart. I'm used to people passing judgment based on what they see so it's nothing new. C'mon, it looks like it's almost time for dinner and I'm starving!" Regina just laughed but followed the blonde back to their table as waiters began delivering the dinner plates.

After a full evening of fancy foods and drinks, people talking down to her, and presentations she wasn't sure she understood the half of, Emma was tired and ready to call it a night. She'd enjoyed watching Regina light up as she spoke about her newest project and listened to others talk about theirs, but that was about the only good thing she took from that night. And of course getting to spend time so close to the woman who'd been taking up far too much space in her mind. But the evening was coming to an end as the Mercedes slowed to a stop in front of Emma's building once more.

Emma moved to unbuckle herself, glancing out at her building. "Whelp, this is me. Thanks for tonight, it was… informative."

Regina chuckled slightly. "I know it wasn't the most exciting evening for you, so thank you for agreeing to come with me."

With a small nod, Emma placed a hand on the door handle, pushing it open and pausing. Green eyes looked back at the beautiful woman beside her and in a moment of bravery, Emma leaned across the middle console and pressed a kiss to the lips that had tempted her all night. Time stood still as warmth flooded her senses. There were no fireworks or bells going off in her mind (this was no Disney movie), just warm, plump lips fitted between hers for a few blissful seconds. And then it was over as Regina gasped and pushed at her shoulders, shock written all over her face.

"Miss Swan, what on Earth? What do you think you are doing?!" Regina pressed a hand to her mouth, anger quickly clouding over the confusion and shock swirling in her eyes.

Emma stuttered, shocked by her own actions but also by the rejection from the other woman. Had she not been flirting with her for the past several weeks? Had she not invited her, as her _date_, to the event that night? Had all of this just been in her head? "I- I don't. I'm s-sorry, I must have misunderstood." It was barely more than a whisper, but in the silent cab her voice rang loud.

"Clearly. I'm not gay," was the clipped response.

Searching for and seeing no warmth left in those dark eyes, Emma bowed her head in shame and quickly climbed out of the car, slamming the door behind her and jogging into her building. There was no way she was letting Dr. Regina Mills see her cry.

**AN: Ah, drama! There's gotta be some to make the story worth reading, right? Just a heads up, I am in the midst of moving, ending a job, house/dog sitting for my parents, and getting things wrapped up to make a move to the west coast. SO! A little crazy and stressed over here right now. Bear with me for any mistakes in all chapters (past and future) as I don't have a beta besides myself, and please excuse the inconsistent updating periods. I didn't get much response from the last chapter so I'm sorry if it wasn't what people were looking for. As with all my stories, this is a slow burn, as real life usually is, and I'm sorry if that's not your cup of coffee. There are plenty of erotic one-shots out there for ya! I write for myself so if this doesn't work for you then that's cool, too. But, for those sticking around, thank you again for all the support!**

**Xox B**


	9. Chapter 9

**Disclaimer: in previous chapters. All mistakes are my own as I am my own beta.**

"Okay, seriously, what the hell happened that night? It's April yet it feels like mid December with how frosty it is around here. It's been over a week and you haven't said a word, Re," Katherine looked imploringly at her friend, striving to make eye contact.

Regina kept her head down and sped up her strides across the gym, refusing to answer the blonde. Katherine huffed in exasperation but stomped after her, passing Emma Swan in the process and nearly stumbling when she saw the instructor. Emma looked like road kill, to be frank. Her pale skin was washed out and almost ashen, normally bright sea green eyes were pale and lifeless and she wouldn't hold the other blonde's gaze longer than a second, even her golden curls were looking more unruly and unkempt than normal. It looked like she had just rolled out of bed after a sleepless night. Katherine clicked her jaw shut; Emma's appearance was even more reason to find out what the hell was going on. She left for less than a week and came back to a temperamental friend who wouldn't say a word and now Emma looking worse for wear after calling in sick all of last week. The blue-eyed blonde furrowed her brow in determination. It was time to get to the bottom of this.

_-Wednesday after the dinner event-_

Regina startled as she always did when "Solemn March" rang through the empty kitchen, the vibrating device dancing across the marble counter top. Trembling hands set down the tumbler holding the brunette's favored apple cider. It took another few seconds before she finally silenced the phone, clenching dark eyes shut tight and bracing herself mentally for the on slot sure to come.

"What the hell is this, Regina? Who is _Emma Swan_?" Cora's disgusted tone made the brunette flinch even though she'd been counting the seconds to this conversation since she arrived home two nights prior.

"Mother, please-"

"Do not 'mother' me, dear. Who is this insufferable trash you were seen hanging off of? There are pictures, you know. All over the internet. My daughter is not some whorish lesbian. What, is she some hired working girl? I know you desperately need to clean out the cobwebs but really," she spat; finally pausing to wait for whatever excuse her daughter could come up with this time.

Regina sat down hard on a bar stool, thankful that Henry had gone to his room to finish his homework. This was one conversation she did not want him bearing witness to. "No, Mother," she started timidly, waiting to see if the title would be reprimanded again. When nothing came, Regina continued. "Miss Swan is an athletic instructor at the gym Katherine and I go to weekly. She's just a friend, like Katherine."

"Hardly. Dr. Nolan comes from a good, well-known family and is a well respected pediatrician. This _Miss Swan_ is nothing but an orphaned, street kid who barely finished high school and then finally did something right by serving the country. Did you know she seduced her foster brother when she was only 11? And was living on the streets by 14? What kind of people are you associating with, Regina? Are you _trying_ to make me look bad? Because you are doing a swell job of it, let me tell you. Not to mention her questionable credit history."

"You ran a background check on her?" Regina was dumb struck, though she really shouldn't have been surprised at the lengths Cora Mills was willing to go through to make sure her name remained spotless.

"Of course I did, dear. After Derrick Gold called earlier today and mentioned Miss Swan and how.. eh 'lovely' a couple you looked together, I looked a fool for having no idea who he was referring to. And I come to find out it is some trollop. She's only after your money, Regina. How many times do I need to tell you this?" Cora scolded her like a child and Regina could picture her mother shaking her head in disappointment, a look often directed her way growing up. "Did you even know any of this about that woman before you took her as your date to an important event like that? Or were her 'princess curls and porcelain skin' enough to make you daft? Who knew pretty eyes could make you swoon like a pathetic hormonal boy," she mocked relentlessly.

As soon as her mother had mentioned pictures being online, Regina grabbed her laptop from the kitchen table and googled 'Eschen Gala 2013'. Sure enough, a few clicks later and she was staring herself in the face, smiling ear to ear with Emma Swan's arm around her lower back in a protective and possibly romantic hold, neither woman showing that they even recognized a camera in their vicinity. She could see where people could get the idea that the pair was more than friends. Hell, even Regina thought they looked to be a cute couple, and she knew the truth.

Regina was brought out of her musings and photo surfing by a loud sigh from Cora. "From your silence I take it you did not know any of this about your 'date' but I don't want to see anyone in my family associated with the likes of this woman again. She was days away from prison for God's sake! Just stay away from her, Regina. I don't care if you need to work through this lesbian phase after Daniel's death. Every woman has those urges at some point; it's like a bad flu, you just need to sweat it out of your system. But good Lord, do it discretely and preferably with much more appropriate company!" A resounding beep told the brunette she'd been hung up on again, no doubt Cora believing her daughter would not disobey her commands. She slowly placed her cell phone face down next to her laptop and picked up her drink, eyes never leaving the warm smile and bright green eyes staring back at her.

"Really, Regina? You can't ignore me all morning, ya know, I will follow you to your office if I have to. No one should have to deal with your bitch-face any longer," Katherine's annoyed voice filtered through the small room.

Dark eyes fluttered as Regina took stock of where she was. She noted they had obviously made it to the bike room and had been riding for what looked like almost 20 minutes. _Has Katherine been speaking this entire time? God, I need a drink._ The brunette finally turned to her friend, trying to decide what to tell her. When all she did was stare vacantly, the blonde broke the silence again.

"So you gonna to tell me why Emma Swan looks like death slightly warmed over?"

Regina sighed, dropping her head in shame. This was not something she felt equipped to handle but maybe her best friend could help her navigate the chaos that was her mind and emotions recently. "Something may or may not have happened the night of the gala," she responded vaguely.

Katherine slowed down her pedaling, not having expected to get a response. She raised an eyebrow when the silence expanded again. "Ohh-kaaayyy… And…?"

"And Mother called last week after the dinner and reprimanded me for my choice in accompaniment that night when she saw photos online. She proceeded to spell out Miss Swan's sordid past and painted a rather disgusting picture of who the blonde really is. And to think she kissed me, like it was a real date or something!" Regina leaned up and slapped a hand over her mouth, pausing in her exercise when she realized what all she'd said. She felt a drop of sweat slid from her temple down along her cheek before she clenched her teeth together and resumed pedaling at a furious rate, not bothering to check how her friend was taking her unintentional news.

Blue eyes widened a fraction. So Emma did have feelings for Regina. _I knew it! Now to yank Miss Prissy-Pants out of Narnia._ "Wasn't it, though?"

"What?"

"Wasn't it a date? You called her up and asked her to a dinner gala, I presume you both got dressed up all fancy, you picked her up and dropped her off. What part of that doesn't sound like a date?"

"When you and I go to these things it's never a date!" Regina adamantly refused to see where the blonde was coming from, holding on to her denial with a white-knuckle grip similar to how she was grasping the handle bars.

"Sure but we've been close friends since undergrad, everyone knows that. You can't say you and Emma are friends, so inviting her to the gala was not just one friend taking another to a work function. Besides, it was a gala, an event people bring their significant others to. Not some backyard barbeque where anyone would be invited."

"Well- You are the one who insisted I invite her!"

"I suggested her as an option. You could have asked Killian Jones or Patrick Graham or any other guy to go with you instead. But you didn't. That says something, don't you think?"

Regina chewed on the corner of her lip in thought, her legs churning just as much as her mind. What Katherine said was true. She could have invited a man to accompany her that evening. Both Killian and Patrick had been more than friendly during their encounters, leaving no room for Regina to misunderstand their intentions with her. _So why did I think of Emma first? Would I have called Patrick or Killian if she'd been unavailable or unwilling? But, wait, no it doesn't matter anyway. She's clearly hidden her past, and for good reason, too. I can't let that around my son. God, what would Henry think if he'd seen those pictures?!_

Thinking back to the background report her mother had sent to her email shortly after their one-sided conversation just reinforced Regina's stance that she made the right choice in shunning the admittedly attractive blonde. Everything her mother had mentioned and more was in the file in black and white, the only records buried under enough red tape that even Cora Mills couldn't get to it were Emma's enlistment records and therefore the details behind her honorable discharge two years prior. But it didn't matter. Emma Swan was bad news and she would not allow someone like that to influence her son or affect their lives. It was better this way. At least that's what she had to remind herself of every time dull grayish eyes skittered away from her gaze.

"It doesn't matter, Katherine. She has a dark past and I will not have that negative influence around Henry," she said with finality.

Katherine was anything but through with the topic, though. "When has she even been around Henry besides lunch that one time? And have you even asked Emma about the things you think you know about her past? Everyone has a past, Regina, you know that. Give her the benefit of the doubt to at least explain before you write her off as some sort of hussy. God, you'd think after all those years working in The Community with your father you'd have learned to not be so damn judgmental."

The disgust with which Katherine spoke surprised Regina. She had heard her friend speak like that only when referring to abusive parents she saw in the office or close-minded Republicans who pushed religion down peoples' throats, never had the tone been directed at her. Knowing her actions made the normally easy going blonde so disgusted with her gave the brunette pause. Maybe she hadn't gone about this the right way.

"Well, either way it's too late now. Miss Swan clearly thought I harbored feelings of attraction towards her and I quickly shut that down. I imagine with the embarrassment she likely felt, I won't be conversing with her again, let alone sharing our life stories." _Unfortunately_, she added silently.

Katherine hopped off her bike, wiped down the seat and handles, and collected her things. "As one of the smartest people I know, you really are an idiot sometimes, Regina Mills, especially when it comes to knowing yourself. Emma's heartbroken, not heartless. The next move is yours." And the blonde walked out, leaving the other doctor behind in silence again. Regina looked down at her bike curiously; Katherine just left and they still had 12 minutes left in their ride. _Shit, couldn't stand to stay long enough to finish. Now both blondes are mad at me. _Regina rolled her eyes at herself. _ Lovely._

By the time Regina had finished her ride and made it back into the locker room, Katherine was nowhere to be seen. With a great sigh, she headed off to her locker to get her shower things together. Just as she finished her combination, the squeak of another locker door caught her attention causing her to glance over her shoulder. The dim grayish eyes she was beginning to call familiar flicked up in time to lock with hers, only to shift away abruptly once recognition was made. Instantly, the locker room's air conditioned atmosphere became stifling with tension.

Regina turned toward the other woman, intending to try to ease some of the awkwardness that had settled between them. "Look, Emma, I don't think I explained myself very well last week."

With the first syllable from her mouth, Regina watched the slim form in front of her go rigid. Since the blonde wouldn't turn away from her open locker, the doctor took a few moments to really observe the younger woman. Toned shoulders quivered, pulling lightly tanned skin taunt. In her close inquiry, Regina noticed faint yet jagged lines marring the smooth flesh of Emma's left shoulder, criss crossing from near the junction of neck and shoulder and disappearing around the front of the woman and under her sports bra. The stress of the contracted muscles caused the skin of Emma's back and shoulder to bunch and pinch where the scars lay. Having missed such a large injury made Regina frown, wondering at the catalyst. Beyond that, blonde curls were limp and frizzy, poorly wrestled into a sloppy bun on top of the woman's head. After the blonde pulled a fresh tank top over her head and finally turned around, the brunette could see greenish bags under lifeless eyes and skin so pale that the veins were visible even from 8 or so feet away. More jagged lines along the left side of her face, only noticeable due to her sickly pallor, interrupted the frown furrowing her eyebrows, increasing Regina's inappropriate curiosity.

"I think you made yourself perfectly clear, Dr. Mills." Gone was the warm, flirtatious teasing, replaced by a rough, icy tone to match the impersonal title modifying her name. It made Regina want to flinch like a cold December wind on bare flesh would. "Now, if Your Highness will excuse me, I have another class to prepare for."

The brunette did flinch at the harsh slam of the locker door and the receding footsteps echoing around the now empty room. Goose bumps broke against her damp skin; only fitting to reflect how cold her heart felt at that moment. Rubbing her hands over her arms, Regina gathered her things again and trudged towards the showers. There would be no steamy shower fantasies with irritatingly irresistible blondes today.

**AN: We got lucky, guys. It's been a slow night downtown at the hotel for a Friday with a Rockies home game so I got some time to pump this out. I know it's a bit shorter than the previous chapter but that's kinda my style; I don't like to force a chapter longer than need be, it kills the quality I think. This is out earlier than I anticipated but I was super motivated to get Regina's part written and I didn't want to leave everyone hanging after Emma's defeat (sorry for the feels on that one, btw, a lot of people were hurting for Em). Anyway, thank you all for reading and for those who are reviewing, I am trying my best to respond personally to each of you 'cause it really does mean a lot to me to know you took a minute or two to let me know what you thought. For the Guest reviewers, thanks! I appreciate your input, too, and if you make an account (or sign in to yours) I'll write back to you personally. **** You guys rock. The crazy amount of feedback I got in even the first 24 hrs from chapt 8 really got me thinking about this chapter a lot faster so thank you for all the encouragement. Until next time!**

**Xox B**


	10. Chapter 10

**Disclaimer: in previous chapters. Two things: 1) it's come to my attention I've been misspelling Kathryn's name wrong this entire time- boo all of you for not telling me!- but since we're ten chapters in, I'm not changing it now so hope y'all can just deal with it and 2) I've decided to just combine both women's perspectives in each chapter going forward; it's just too hard to keep them completely separate, but I will still highlight one over the other. Okay, business taken care of so now on to fun!**

"Hey, gorgeous. What can I get ya?"

She leaned on the bar heavily, elbows digging into the counter. "Mmm, let's go Jack straight up. Make it a double, yeah? Oh, and a Heineken to wash it down," she slurred lightly, shooting the barman a sexy smirk.

A raised brow followed by a shrug. "Shot's gotta be at the bar, lovely."

"No problem, I know the drill, hun."

A wide, flashy smile and the man was getting to the task, leaving her to glance around now that her means to an end was being tended to. Bar number four was small and not really her normal fare. Somehow she'd wandered into the hole-in-the-wall gay dive bar that catered to an older crowd than she was used to really, but they were serving her so who was she to complain?

Curb side appearance was not all that great, the only thing pointing to the fact that alcohol was served in the establishment was the "Coors" sign illuminated in the dingy window next to the black door that served as the entrance, the only window in the whole place. Right across from the door was the bar, two TV's hanging over the standard liquor bottles lining the mirror behind the servers and broadcasting some puck heads smashing each other into boards and a woman's silhouette dancing erratically in front of neon colored backgrounds, some pop music video to a song no one could hear. Some five or so stools were set up at the counter with low tables scattered around the one-room floor in a semi circle, and a few booths lining the adjacent walls were thrown in shadowy contrast in the smoky atmosphere. This was one of the only bars Emma had been to in the last week and a half that allowed smoking inside still. And, of course, no gay bar was complete without the incessant techno beat thumping absurdly over head, requiring parties to get close to even be heard and insuring everyone would be followed home with an obnoxious buzzing once 'last call' was announced. A few clumps of people were writhing to the spastic tunes on the makeshift dance floor while a few others were in the far corner, an evident betting ring based on the winner of the current game of pool going on, the audience making their support known by hoots and hollers carried across the room every once in a while.

Barry's was definitely not her normal choice when she needed to numb her pain and drown out the past, finding peace at the bottom of a bottle, but it was all she had right now.

"Here ya go, sweet cheeks. That'll be $7.50," the blonde man said, sliding her highball glass and green bottle across the bar top. Another perk of the place, cheap booze.

Emma pulled her wallet out of her back pocket, loving the comfort and easy accessibility of men's jeans at that moment. Dropping 2 fives on the counter, she threw back the caramel colored liquid before grabbing her beer. "Keep the change, hun, I'm sure I'll be back and I hope you'll remember me." With a coy wink and a flirty, yet harmless smile from the flaming bartender, Emma turned to survey where she wanted to consume her drink.

"Emma, I think you've had more than enough," Lacey said, concern painting her features as she placed a hand over the blonde's resting on the bar next to three empty shot glasses and two beer bottles.

Emma scoffed, pulling her hand away like she'd been burnt and downing the last of her beer. "I'm fine, Lace. If I still had a license I'd even be fine to drive."

Ruby wandered over from the other side of the bar, hearing the sharp annoyance in Emma's tone. "You're drunk, Em, and you have class tomorrow. You can't show up hung over and expect to do your job well. And it's a damn good thing you don't drive anymore, I'd fear for the people on the road with you."

The blonde stood, grabbing her jacket off the back of her bar stool viciously. "I don't need career advice, Red. Especially from the likes of an ex-party girl. At least I still have a job, so clearly I'm fine. Not like I need it anyway with my stipend from the Guard, so what's it matter? Why can't you guys just let me deal with this how I need to deal with it? God, what good are friends if they just judge you for your coping mechanisms? I know I'm dealing with shit in maybe not the healthiest way but, dammit! I'm dealing, okay?! I still get up each and every day and fucking go to work and keep myself in shape. I'm healthy, in better shape than either of you, so what's it matter if I have a few drinks now and again?"

A confused look passed between Ruby and Lacey, both women trying to decide silently what the best way to handle a drunk and irate Emma was in that situation. Nodding in a placating manner, Red stepped forward, a sympathetic look on her face. "We know it hasn't been easy, Em. And yeah, I'm probably not the best person to give you alternative ideas to cope with bad shit in life, but the way you're going about it isn't healthy and you have to see that!" she pleaded. "You're starting to look emaciated for Christ's sake! No one is saying you don't work out like a mad woman, and yes you're still able to handle your current workload. But seriously? If you had a normal eight hour shift five days a week, the way you're going right now wouldn't cut it. You'd either be fired for poor performance and/or being late or you'd drop dead eventually. It doesn't matter if you need the money or not, you made a commitment and the soldier August introduced us to six months ago wouldn't take that commitment so lightly. You are better than this, Emma, why are you letting this woman change your very core?!" Red ended, chest heaving and breathing hard through flared nostrils.

Eyes so pale they were almost translucent looked back and forth between dark hazel, trying to understand where the prosecution and judgment she was feeling was coming from. After a few still moments that felt like hours she shrugged on her jacket, tossing a few bills on the counter. Without a word, she walked out, the bar owners watching after her disappearing form in absolute loss. August was not going to be happy they let her walk off alone like that.

Emma Swan (8:48 pm): It's straight girls like you that give us lesbian the predator label. Acting like you didn't like the attention and shit.

Emma Swan (9:03 pm): I mean you flirt with me for weeks! Like what the hells that about?

Emma Swan (9:12 pm): I know you knew when I was flirting. You did it back and yet I'm the bad guy? How's that fair?

Emma Swan (9:40 pm): Fuc doin this to me?

Emma Swan (10:06 pm): God this s fuckin wit my life! I cant deal with a chick in denial, def aint jus a river! An yo are Rgina. So far in denial you in fuckin Narnia!

Emma Swan (10:49 pm): Ok that was mean. Im sorr. Not your fault yo think your strait. I mean you gota kid! I see how I ffect you tho! Straight lika rainbow!

Emma Swan (11:22 pm): Yuup this the type women I fcking need. You ar beautiful n soo smart but not worth this pain. Heart hurts to much 4 this.

Regina bit her lip in worry as she stared down at her phone, her chest tightening as she reread that last botched sentence again and again. Her cell had been vibrating off and on for the better part of the evening but had been silent and still for almost an hour now. Clearly Emma was drunk probably at some bar but her emotional mood swings mixed with alcohol and the less than stellar appearance she had earlier that day at the gym made the brunette concerned for her safety and mental health. But surely the man she'd seen the blonde with a few times was with her and tempering her drinking, right? Although she was progressively getting worse as time went on. Sure, Miss Swan rarely had perfect grammar or spelling in her text-speak but this was extreme even for her. And this silence was a little worrisome. Maybe Emma finally went home and passed out or something. Or went home with some skanky woman from some bar like her last text message suggested. And no that was not jealousy stirring in the pit of Regina's stomach, the Chicken Marsala she'd made for dinner just wasn't agreeing with her tonight. She needed an anti-acid. Tapping her index finger on the screen of her phone a few times, she finally made a decision and hastily picked it up and pressed it to her ear.

Middle of the fourth ring someone answered and Regina let out the breath she'd been holding. "He-Hello?!" was half yelled into the receiver, causing Regina to recoil from the loud voice momentarily.

"Emma?" she replied somewhat timidly.

"Hey, is anyone thurrr? Hello?!" It was obviously the blonde she was hoping to reach and she was most certainly not asleep but very inebriated.

"Emma!" Regina raised her voice slightly, shutting her door to the den so as not to wake Henry. "Emma, it's Regina Mills. Are you alright? Where are you?"

Muffled music and rustling clothing came through the speaker then a "crap" and more obscure sounds.

"Emma?"

"Huh, yeah I'm here. Whatdya want, 'Gina? Kinda busy here," came the distracted response. Another woman's voice could be heard in the background: _'C'mon, baby, get off the phone and dance with me again. Or we can take this somewhere more provate.'_

Regina's cheeks flushed with warmth as heat flooded her body at hearing that bimbo's term of endearment for the blonde. Trying not to analyze why she was suddenly filled with the irrational urge to hunt this woman down and cut out her squalid tongue, the brunette cleared her throat. "Emma, where are you?"

"Hmm? I dunno, some lil dive bar. Not my norm but Barry's is pretty legit! They still servin me so's all good!" More rustling and muffled conversation on Emma's end before, "Hey, I gotta go. Talk later, 'Gina."

"No, Em-" Regina didn't get to finish her sentence before she was met with the silence of a dropped call. Dark eyes glared murderously at the device; like it was the phone's fault she cared what happened to the irritating blonde woman who'd just hung up on her to go fuck some slut. Standing from her desk, Regina began to pace while she debated what to do.

Why _did_ she care about what happened to Emma? They weren't friends. Hardly even acquaintances anymore since the gala. The blonde had made that perfectly clear the last time they spoke in the locker room. She didn't want anything to do with Regina so why did that fact poke and prod her chest in a way she couldn't shake? Why did that ache become even more prominent every time she caught sight of those dull eyes ringed with dark bags? Why did she do a double-take every time a flash of blonde hair caught her eye in a store or on her daily commute to work? It's not like they ran in the same circles or even lived in the same neighborhood so it was ridiculous for the shot of disappointment Regina felt every time it wasn't her blonde to exist. The fact she saw Emma as _hers_ was something else the doctor, for all of her intelligence and high IQ, could not tease apart or understand.

With another frustrated huff, Regina dropped back into her puffy, black leather chair and pulled up Google Maps on her laptop. She was going to find Emma Swan and make sure she was safe, she'd takw the blonde against her will if she had to. She'd dissect her reasons for doing so later when it wasn't past midnight. Less than ten minutes later, Regina had her keys and bag in hand as she let in the down stairs neighbor.

"Thanks for doing this so last minute, Stacey. I shouldn't be more than 45 minutes but if Henry wakes up and is worried for some reason, please call me. I'll be back soon, I promise. I owe you," Regina rushed out, double checking she had everything she needed and shoving on her flats reserved only for the house when her feet got cold.

The mousey brunette waved her off, "It's no problem, Regina. I've got finals starting next week so I was up studying anyway and can study anywhere. I'm glad I could help."

Shooting the young woman one last grateful smile, Regina grabbed the print out of directions across town and was out the door. "Thanks, see you in a bit!"

_This is where she decided to drown her liver in liquor? No amount of emotional turmoil equates this dump. God, I'm going to contract Ebola just stepping foot in there. Ugh, this woman is not worth the stress! Emma Swan you best not be half way to fucking that woman or when I get my hands on you, so help me._

The doctor let herself internally fume as she pursed her lips and plucked her keys from the ignition. Time to get this over with and get back home to her son, where she was supposed to be.

Regina held her purse tightly under her arm and car keys in the other hand, knuckles turning white and a key sticking out between her middle and ring finger. She was no fool; this place was ripe for a single woman like herself to be taken advantage of or raped. Not tonight. Regina stepped into the bar and immediately had to cover her mouth as she began coughing; the stench of cigarettes and stale beer mixed with body odor was repulsive and nearly made her gag. This is was so far from her scene she was almost tempted to just turn around to go back home and leave Emma to whatever hellacious antics she was up to. But, as fate would have it, a high pitched giggle caught her attention, drawing narrowed eyes to zone in on a pair in the middle of what posed as a dance floor. The poor lighting in the establishment and smoky air made it difficult to make out facial features but Regina would recognize that blonde head of hair and sculpted shoulder blades in a signature tank top anywhere. _Okay, don't think too hard about that, definitely not the appropriate time. _With renewed anger and determination, Regina set her shoulders and stomped over to the pair as regally as an irate Queen would. It wasn't until the redhead looked over Emma's shoulder and motioned to something behind her that the blonde turned, albeit unsteadily. _Oh, Emma, how far gone are you?_

Brown eyes scanned the woman Miss Swan had picked out for the evening with unveiled disgust and judgment. She was about Regina's height while she did not have her heels on, had bright red hair in untamed curls that frizzed at the ends falling below her outrageous bust hardly contained by the small camisole she wore with undoubtedly fake rhinestone studded jeans and scuffed cowboy boots. The mask of makeup caked to her face couldn't hide the fact that she was at least five years older than Regina which made her assumption that the fun-bags weren't natural all the more likely to be true. The redhead had her arm wrapped around the blonde possessively as she looked Regina over as well.

"This is the kind of company you keep when I'm not around?" Regina posed her question to Emma but kept her eyes on the older broad, a sneer painting her lips.

Emma snapped her head up at the familiar voice, losing her balance slightly and having the lean on the redhead next to her. "'Gina? What are ya doin' here?"

Regina huffed out a breath and planted her hands on her hips. "Coming to bring you home. Just because we have a fight doesn't mean you can walk out on me like that, Emma!"

Pale eyes widened as her eyebrows rose in confusion. Emma pulled away from the redhead, taking a step towards the other woman. "Wha- What ya talkin' 'bout?" she slurred, her brain floating in an alcohol bath was struggling to keep up with what was happening.

Redhead old hag made her presence known finally. "'Emma'? Who the hell's 'Emma'? Maggie and I were just 'bout to get outta here so if you don't mind." She placed a hand on Emma's bare shoulder, preparing to pull her away before Regina snapped at her, no longer willing to play nice.

"Clearly you have no idea who you are trying to bed as Emma is the woman who lied to you about her name and evidently let slip her mind that she's married. To me. And that she left me and our _son_ at home this evening when she stormed out in a hissy fit. So yes, I most certainly do mind if you try to take my _wife_ home and fuck her. I think it's time you run along and maybe find someone who was born within the same decade as you to sleep with, hmm?" Regina's top lip curled back in distaste.

The redhead was startled but snarked back, "I don't see no ring!"

Without hesitation Regina held up her left hand, the silver band that had resided there for over 12 years glinting softly. She raised an eyebrow pointedly at the other woman who dropped her hand from Emma's shoulder and looked at the blonde questioningly; trying to make out if the accusation was true. When all Emma did was stare dumbfounded at the brunette, she grunted in frustration before storming off to the bar, no doubt to drown her embarrassment and then try again with some other unfortunate soul. Regina pitied the fool she snagged; she could only imagine the diseases a woman like that had contracted in her 4+ decades of life.

Shaking her head, Regina brought her gaze back to the blonde in front of her who still stood silently, tilting back and forth slightly with her intoxication. Regina let her shoulders sag with a sigh, turned, and gestured to the door, "Well? Let's go." Her tone left no room for argument. Emma snapped to attention, stumbling along behind the doctor's purposeful strides and still trying to understand what had just happened. Was this some kind of fucked up, alcohol-induced dream? _Man, I really gotta lay off the booze. Red was right, shit's fucking me up more than I realized. But damn her going off like that was hot, maybe I don't wanna wake up yet._

**AN: Whoo *wipes brow* I know it wasn't quite what everyone thought it'd be probably and later than I'd hoped but hey, it's an update so that's good! For everyone who wished me well, thank you! I'm not at 100% yet but better than I was so I got this one out for y'all. Things are getting a bit busy for me finishing my position at my hotel this Thursday after 2+ yrs and then a week to get my body used to sleeping at night and being awake during the day before we drive 19 hrs to Cali but I'll try my best to get one more chapter out before I leave. It should be a good one (the fall out and repercussions of both Emma's and Regina's actions from this chapter) so I'm excited! Thank you again for all of the continued support and of course the follows, favorites, and reviews. You guys rock! Talk soon,**

**Xox B**


	11. Chapter 11

**Disclaimer: Don't own anything you may recognize from TV shows, movies, songs, media, etc. and I am not making a profit from this writing experience.**

Emma scrunched her nose up, pulling her arm from under her body and twitching with the tingling pin-prick sensation flooding her limb. After a moment she settled again and was just getting back to blissful nothingness when what roused her the first time happened again. A whisper like only a child can manage, aka a stage whisper at best, coming from somewhere above her head.

"But why is she on the couch? Don't adults share beds when they have sleepovers like kids do?" came Henry's voice, clearly confused on the situation. He'd woken up around 9 am like every Saturday to watch morning cartoons while his mom made homemade apple waffles only to be stopped dead in his tracks by the blonde woman who's body was taking up the entire couch. After a few moments he recognized her as Miss Emma, the woman he'd tripped in the park with this soccer ball and then had joined them for lunch after his game. He just didn't get why she was at their house; she definitely wasn't there when he went to bed last night.

Soft footfalls got louder as his mom came down the short hallway from the kitchen. "Henry Christopher Mills. Come away from there and let Miss Swan sleep in peace, young man," Regina said sternly, hands on hips.

Henry huffed a sigh but backed away from the dozing woman like his mother asked, turning to follow the brunette back into the kitchen and get answers for the questions she'd evaded since he woke up. The boy climbed onto a bar stool and kicked his feet while staring at his mother expectantly. He knew the kicking would get her attention and, hopefully, get him some answers.

"Don't kick the wall, Henry."

The thumping stopped but the questions didn't, much to Regina's dismay. Damn her son for being so persistent and curious.

"So? Why's Miss Emma on the couch, Mom?"

The brunette sighed as she went about washing a few organic Fugi apples and setting them aside to peel. "Because, Henry, adult sleepovers are different than kid sleepovers. Adults don't fit easily in one bed together so Miss Swan slept on the couch."

"But when Aunt Katherine stays she always sleeps in your room and Miss Emma isn't any bigger than Aunt Katherine. Why's she here anyway? She wasn't over when I went to bed last night."

Regina turned off the tap and started drying the fruit, stalling for an appropriate answer that wasn't an outright lie. She hated lying to her son but in this situation, she wasn't even sure herself what the truth was. _Damn you, Emma Swan. If you hadn't been drunk and made me feel I had to come get you only to have you pass out before you could tell me how to get you home, I wouldn't be facing the Spanish Inquisition right now!_

Deciding to go with the truth, just omitting a few more telling points, the doctor turned and faced her son. "She needed a ride home last night but fell asleep before she could tell me how to get her home so I brought her here, okay? And since Miss Swan isn't really a friend, we thought it best that she sleep on the couch. Aunt Katherine is basically family, so sharing my bed with her is okay. Does that make sense? Any more questions?"

Henry pursed his little lips to the side in thought, an action so obviously his mother that Regina had a fight a smile. A few long moments of silence before the boy nodded, satisfied for the time being. Like a God send, the brunette heard his stomach gurgle in the quiet space, giving a perfect change of subject.

"Why don't you come help me mix up the waffle batter, we have to make a bit more since we have a guest and the extra help means we can eat sooner," Regina suggested.

"Okay but don't forget the cinnamon! Do you think Miss Emma likes cinnamon apple waffles?" Henry asked, scrambling off the stool and around the island to grab the large mixing bowl and whisk.

Regina turned to the stove to sauté the apple slices and soften them up before dicing them for the batter. "I'm not sure, but we can leave a bit of batter without the mix-ins and ask her when she is awake, okay?"

And that's how Emma found the small family: mixing clumpy batter with the diced apples, handling the waffle iron, and both swaying their hips or shaking their shoulders to the beat of the Latin music playing softly from an iPod dock near the stove. The blonde paused just at the archway, watching the mother and son cook together, with a small smile etched on her face despite the throbbing behind her eyes that now matched the music. After the first time Emma awoke from Henry's questioning so close to her head, she struggled to get back to sleep so she laid there, on the fancy leather couch that likely cost more than hers and August's monthly rent, and listened to Regina try to evade Henry's inquisition without outright lying to the kid. She had to give it to her, the doctor did pretty well on that front, and she felt somewhat guilty putting her in that position in the first place. But it wasn't like Emma asked Regina to come bring her home or anything so there wasn't too much guilt.

It was Henry who noticed the extra person in the room first. "Hi, Miss Emma!"

The boy's smile was contagious and Emma couldn't help but laugh a little when she noticed the flour smeared across his forehead and eyebrow. "Hey kid. Smells good in here."

Regina whirled around from the waffle iron when she heard her son greet the blonde. "Miss Swan," she greeted cautiously, "There's coffee on if you'd like any. Creamer is in the refrigerator door and sugar in the cupboard above the coffee maker. Help yourself. I imagine a little caffeine may be needed after last night." She couldn't quite hide her smirk when she noticed the slight eye twitch in time to the music and the wince from Henry's loud announcement.

The younger woman sighed in relief when coffee was mentioned, wasting no time in grabbing the mug left out for her by the pot and pouring a generous helping, forgoing any cream or sugar. The Guard trained the sweet tooth right out of her. She wrapped both hands around her mug before unknowingly taking the seat Henry had vacated.

"So, whatcha makin'?" Emma mumbled into her mug, testing to see if the black liquid was too hot to drink yet… By her flinch, it was.

Henry answered, voice still a bit loud for inside in his excitement of someone new being in his house. "Mom's famous cinnamon apple waffles! They're really good but we didn't know if you'd want an apple one so we saved some plain batter for you too," he pointed to the already made waffle sitting in the oven on a plate keeping warm.

"Famous huh? Both sound really good but that was thoughtful of you. Thanks, kid." Henry smiled with a small blush, going back to stirring the batter and waiting for his mom to tell him when he could pour the next one.

After the waffles were all made and they'd each dressed theirs how they liked with butter or syrup or both, Henry carefully carried his plate and orange juice into the living room to eat at the coffee table while he watched cartoons, leaving the women to begin eating at the kitchen bar in a semi-awkward silence. It took a few minutes and half a waffle before Emma finally broke the tension.

"So, why am I here, Regina?" She looked over at the other woman, watching as her shoulders tensed for a moment before relaxing again as she continued to cut up her breakfast.

Regina refused to look at the blonde. "Because you passed out in my car before you could give me your address so I could take you home. I was not about to let you sleep in my car and it took a while but eventually I roused you enough to get you up stairs. Where you proceeded to fall face first into the couch and begin snoring again."

Emma's mouth dropped in slight offense. "I do not snore!"

"You do, dear," brown eyes finally flitted over to meet sea green briefly, the mirth in them evident.

"Whatever," she huffed, reluctantly noting the way those eyes lightened to an almost ginger color when the brunette was teasing or laughed. "That's beside the point. Why did you come to get me? I was just fine and if my recollection and phone is correct, I never asked you for a ride home. So what were you doing at the bar and why did you say we were married? I missed out on sex because of you, ya know?"

"Miss Swan!" Regina snapped, eyes darting toward the living room and listening for any acknowledgment from her son. "Watch your mouth when my son is within hearing range, please. Good Lord, sometimes I wonder if you were raised under a bridge," the last part more of a mumble as she dropped her fork to rub at her temples. _Who the hell drinks that much but remembers everything clearly the next day?_

"I'm sorry I didn't grow up with a silver spoon in my mouth and three meals a day, doesn't make me a bad person, Regina. But that's a point for another time. You acted like a jealous lover and, if I remember correctly, you made it very clear that you don't swing that way so I guess I'm just trying to understand what the he-_heck_ you were trying to accomplish last night."

The brunette sighed. She really, really did not want to have this conversation, even more than she didn't want to answer Henry's questions earlier. What was she supposed to even say? She had no idea what came over her last night. Sure, going to get the ex-soldier made some sense- Regina was looking out for her well being when she realized how truly tanked the blonde was. But making up that whole charade about being married with a child and using her marriage band to her husband to solidify the farce?! What the hell, indeed! But, when in doubt or a tight position, Regina turned to her trusty friend sarcasm.

She pushed her plate away, suddenly not as hungry anymore, and turned to face the younger woman. "Well, I am sorry for looking out for a friend who was clearly too far gone to see she was about to engage in some unsavory activities with a woman who was at least 20 years her senior and half manufactured at that. God only knows the number of sexually transmitted illnesses I saved you from. But yes, you're right, I was wrong to go make sure you were okay and bring you home safely. Next time you spend most the night sending me drunk text messages I'll be sure to turn my phone off." The doctor cleared hers and Emma's plates, not even asking if the blonde was done or not, and began scrubbing all of the dirty dishes just for something to do besides stare at the woman causing all of these conflicting feelings and confusing actions in her.

"We're not friends, Regina. You said as much to Henry not 30 minutes ago. So cut the attitude and bitchy comments and be real with me. Why did you do what you did? And the truth this time would be nice, for me if not for yourself."

By the time Regina had collected herself enough to respond, she came face to face with the other woman when she turned around. The running water must have masked the sound of Emma moving closer. The brunette leaned back against the counter, trying to create a few inches of much needed space between their bodies, and crossed her arms over her chest. At this close distance, she could clearly make out the translucent, purple bags under Emma's lackluster eyes, the scarring on her face more prominent since she'd washed off her makeup sometime that morning. The confusion, hurt, and surprising betrayal swirling in those light orbs took Regina back for a few moments and caused her breath to hitch.

"I don't fully know why, Miss Swan-"

"Emma," the blonde interrupted quietly, "Call me Emma. There is no one around to put on a show for. Please."

With a small nod, Regina complied. "Emma. I don't understand my actions behind last night or why I was quick to make up that fantastical story. All I really know is that you have confused me since the day you introduced yourself in the locker room. I am a 35-year-old widowed mother. For all my life I have never looked at another woman the way I find myself looking at you. Sure I've admired certain women, the female form can be beautiful, but I have never looked in this way. Until now. And, frankly, it scares the hell out of me. I know very little of your past- only what my mother's background check pulled up- but from what I do know, I'm not sure how great of an influence your presence would be on Henry and as a mother, he comes first. Besides, I don't even know if what I have been feeling is even real or just some sort of over the top admiration of sorts. So no, I can't tell you the truth, Emma, because even I don't know what it is." She dropped her gaze from the other woman and moved around her, heading into the living room to go see how her son was doing, and leaving the blonde to mull over her words.

Emma backed up the few steps until she could slump onto the kitchen barstool, shoulders sagging with the down turn of her lips. _Background check? Well, shit._

**AN: Sorry for the delay everyone but I am now mostly settled in Cali and the monotonous yet long process of filling out applications and questionnaires has begun so thank you for your patience **** I will hopefully have the next chapter up within a week so everyone cross your fingers! As always, thank you so much for reading, favoriting, following, and of course reviewing. Y'all are great and I love to hear your reactions to what these characters do. Thanks again!**

**Xox B**


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